Lethal Protector Of Arcadia
by Spartan036
Summary: AU: Chloe Price has a secret and she has been using that secret to do good for five years. Now that Max Caulfield has return to her life, she must learn to balance herself as the lethal protector of Arcadia Bay and a best friend. Cover art by Vengesim.
1. Darkness Rises

The room is filled to the brim with darkness but with sudden flashes of light that fills it revealing where it is. On the ground is Chloe Price who appears to be in a drugged up state as Nathan Prescott continues snapping photos of her. He suddenly runs out of film so he decides to reload an extra can then snaps again...only to see that Chloe is gone. Nathan's eyes widen upon seeing this knowing he would be in big trouble that someone got away that easily so he goes to turn the lights on. He hears a sudden slippery and gooey sound causing him turn around to see that nothing is there so he goes to turn on the switch again...Nathan soon hears something behind him causing him to turn on the lights quickly. The sound is like escalating footsteps coming from the ceiling. He stops for a moment as the sounds stop but hears dripping and breathing then slowly turns around...

In front of him is a black figure with white eyes and sharp teeth pouncing towards him while giving off a bone chilling screech.

* * *

Max Caulfield opens her eyes on the ground upon feeling the cold wetness of it then gets up. The place she's in is the lighthouse her and Chloe used to go to when they were kids much to her confusion on how she managed to get here in the first place. Rain pours heavily around her as she looks around but hears voices and shuffling even gunfire! Animal-like screams are added which gives her a good reason to make a run for it in the process. Her sneakers become muddy as the sounds draw nearer than ever as she makes a run for it even more towards the lighthouse. Explosions are heard next as a helicopter crashes into it thus destroying the structure. A figure is flies over her and crashes into a tree while making a clear heavy snapping sound causing Max to look down at what was thrown.

 _What in the world...?_

In front of her is a dead police officer with his body mangled and face bloody as if he was mauled by a large animal and spin snapped in half. Max gulps down her vomit to prevent herself from throwing up then continues up to the lighthouse to get a better angle of what is going on as more gunfire is heard too. After heavy trudging through the mud, she finally makes it to the hill at a sight that is burned in her mind: A giant tornado that is heading towards the town much to her terror. Max hears something landing behind her causing the girl to turn around and see a black crouching figure with cartoon-like eyes looking back at her.

" _ **Max.**_ " It hissed in a female voice merged into a gravely one.

* * *

She awakens again but this time in the same classroom as once was. Jefferson is doing his typical lecture as always with students awing at his radiance like with Victoria which makes her sick that she's trying to get in his pants for no reason, the man is older than her for gods sake. The image of that...beast is still in her head as if the entire thing was real to the point like she was there. She could still its face or if it had a face for that matter though since all she saw was some kind of evil cartoon makeup. Max breaths heavily to calm herself...

 _Whoa! That was so surreal..._

"Alfred Hitchcock famously called film "little pieces of time" but he could be talking about photography, as he likely was." Jefferson lectured to them as Max continues looking around. Stella drops her pen nearby while Max convinces herself that demon she saw was just some bad dream conjured up by eating the morning special in the cafeteria. It was strange though but she shakes it off immediately upon thinking of it and dismisses it as a strange dream.

 _Everything's cool... I'm okay..._

"These pieces of time can frame us in our glory and our sorrow; from light to shadow; from color to chiaroscuro..." Max sighed as a paper ball is flung at Kate Marsh causing her to roll her eyes. It's been already hell enough for her but that video just made it worse and its sad that a sweet girl like her gets bullied for an accident. She wishes she had the courage to stand up to Victoria and her cliques but it'll only land her in hot water.

"Now can you give me an example of a photographer who perfectly captured the human condition in black and white? Anybody? Bueller?" Jefferson asked while making a Ferris Bueller reference causing some to chuckle even Kate. Victoria as always raises her hand since she's mainly involved with class and answers most of the questions. Max always believed that she was wasting her potential by brown nosing Jefferson and it annoyed her to no end.

"Diane Arbus." Victoria answered pretentiously.

 _I didn't fall asleep, and...that sure didn't feel like a dream...Weird._

"There you go, Victoria! Why Arbus?" Jefferson complemented her. She could feel herself being watched for some reason but its probably still fear from that dream...or was it?

"Because of her images of hopeless faces. You feel like, totally haunted by the eyes of those sad mothers and children." Victoria explained pridefully. Max still has that image of that creature burned in her mind so she pulls out her notebook to sketch it and writes a log on it to help her control her dreams. It was strange what she saw and how quickly she became obsessed with it.

 _Way to give yourself nightmare fuel Max. Definitely won't be sleeping tonight when I'm thinking of that thing watching me outside of my dorm._

"He saw humanity as tortured, right? And frankly, it's bullshit. Shh, keep that to yourself. Seriously though, I could frame any one of you in a dark corner, and capture you in a moment of desperation. And any one of you could do that to me. Isn't that too easy? Too obvious? What if Arbus chose to capture people at the height of their beauty or innocence? She had a brilliant eye, so she could have taken another approach." The blonde said. Max looks at her entry photo she made for the _Everyday Heroes_ contest, a simple back shot of herself looking at a collection of polaroid photos in her room.

"Me too, Victoria. He captured the essence of post-war, beat America. And there was honesty about the economic conditions of the era, but a beauty in the struggle. You don't have beauty without a beat. Which explains why Frank was Kerouac's photographic muse and both were great chroniclers of the 1950s. Well... We've all seen that iconic shot of Kerouac on the balcony —and if you haven't, shame, shame— capturing the romantic urban solitude of the 20th century poet. You dig? Now, contrast Frank's stark Americana with Salvador Dali's surrealist photographs. Like Cocteau, he was a true renaissance man, and his famous self-portraits are famous early examples of that truly awful word you pesky kids love so much, the "selfie". And it's a great tradition, and I wholeheartedly fight for your right to self-expression. Or selfie-expression. Heh, sorry, I know. So if anybody wants to question the portrait as modern narcissism, they could go back hundreds of years to blame society. Speaking of questions, I bet you thought I'd talk all the way until the bell rang. It's your turn to lecture us. Now, based on the chapters I have no doubt you all memorized, who can tell me the name of the actual process that led to the birth of the self-portrait? Anybody? ... This does not bode well. Just jump right in with an answer. This was in the chapters you read. You did read the chapters, right? Your silence is deafening. If this were a photo, I'd call it a still life." He went on.

 _Look at this crap! How can I show this to Mr. Jefferson? I can hear the class laughing at me now._

Max realizes she can just tear up the photo upon realization and replace it with a better and less laughable one. She pulls out her camera and aims it at herself for a moment then takes a selfie causing the flash to gain the attention of Mr. Jefferson.

"Shh, I believe Max has taken what you kids call a "selfie"... A dumb word for a wonderful photographic tradition. And Max... has a gift. Of course, as you all know, the photo portrait has been popular since the early 1800's. Your generation was not the first to use images for selfie-expression. Sorry. I couldn't resist. The point remains that the portraiture has always been a vital aspect of art, and photography, for as long as it's been around. Now Max, since you've captured our interest and clearly want to join the conversation, can you please tell us the name of the process that gave birth to the first self-portraits?" The photographer asked. This catches Max off guard as she tries to come up with something.

"I did know!...But I kind of forgot." Max replied.

"You either know this or not, Max. Is there anybody here who knows their stuff?" Jefferson asked before Victoria joins in.

"Louis Daguerre was a French painter who created "daguerreotypes", a process that gave portraits a sharp reflective style, like a mirror. Now you're totally stuck in the Retro Zone. Sad face." Victoria mocked as Taylor laughs.

"Very good, Victoria. The Daguerreian Process brought out fine detail in people's faces, making them extremely popular from the 1800's onward. The first American daguerreotype self-portrait was done by Robert Cornelius. You can find out all about him... In your textbook. Or even... online." Jefferson said before the bell rings much to Max's relief.

"And guys, don't forget the deadline to submit a photo in the "Everyday Heroes" contest. I'll fly out with the winner to San Francisco where you'll be feted by the art world. It's great exposure and it can kickstart a career in photography. So Stella and Alyssa, get it together. Taylor, don't hide, I'm still waiting for your entry too. And yes Max, I see you pretending not to see me." He notified everyone. Max walks towards Kate who looks depressed as always.

"Hi Kate." Max gently greeted.

"Oh, hi Max." Kate replied

"You seem quiet today."

"Just thinking too much."

"I hear that, wanna go grab a cup'o tea and bitch about life?" The brunette asked nicely. She knows Kate loves that stuff and its the only way to cheer her up...by her definition if that can cheer her up

"Thanks, but not today. I have to go over homework."

"No worries. Let's hang later."

"Sure." Max walks over to Mr Jefferson while sighing in disappointment that she has to turn in a photo. Of all the people, she wonders why did he choose the introverted one among the class of all people. She hates it when she's involved with something by force unless she was interested it in. Sure she's interested in it which she is but believes she can't live up to greatness. Max spots Victoria with Jefferson causing her to roll her eyes again at the two and sighs seeing that she still wants Jefferson as more than a teacher.

"Yes Victoria, you still have to do your homework this week, even if you're submitting your photo for the competition. Everybody in class is turning a photo, so you see the dilemma." Jefferson spoke to her as Max came in a middle of a conversation to which she has no part of. All she needed to do was wait.

"I know, Mr. Jefferson. I just worked so hard on this shot, and I'm sure you know what it's like to be consumed by your work. I just really think "Everyday Heroes" is an important cultural event and I want to represent Blackwell Academy." Victoria replied causing Max to sigh knowing that she's faking it.

"You have just by participating, by putting yourself out there in the world. Well, no matter who wins, this is just a bump on a bigger road. I don't want anybody to feel excluded from this process. But I also want everybody to know that this photographic world is not for everybody. I had my moment in the camera eye and everybody should have that chance, right?" The teacher advised to her as Victoria takes it to heart. Max decides to talk to him.

"Excuse me, Mr. Jefferson, can I talk to you for a moment?" Max asked.

"Yes excuse you." Victoria grimaced at Max before Jefferson stares at her with slightly annoyed eyes.

"No, Victoria, excuse us. I'd never let one of photography's future stars avoid handing in her picture." It was nice for Jefferson to stand up for her though. Max always heard stories of where this happened and how Jefferson would intervene. Victoria leaves the room thus giving them time to talk as it's only her, Kate, and him left inside.

"Do I have to? I just don't think it's that a big deal." Max asked as Jefferson sighed again.

"Max, you're a better photographer than a liar... Now I know it's a drag to hear some old dude lecture you... but life won't wait for you to play catch-up. You're young, the world is yours, blah blah blah, right? But you do have a gift, you have the fever to take images, to frame the world only the way you envision it. Now, all you need is the courage to share your gift with others. That's what separates the artist, from the amateur." He said before he concludes his lecture with Max leaving and heading into the halls of Blackwell.

 _Welcome to the real world..._

Max walks in the halls of Blackwell pondering her meaningless existence and everyone around her. She spots a poster about the science club investigating a meteor that crashed three years ago and also the cryptozoology looking for Arcadia Bay's famous cryptid known only as _Black Globster_ which appears in the woods at night. Apparently there are rumors that it attacks people to which Max doesn't want to go near it if it exists. Things like those are best left alone to avoid harm like with many animals. But of all the people she thinks about, she thinks about Chloe and how she hasn't contacted her yet nor the fact she probably doesn't know she's back in Arcadia Bay at all. One of these days she'll need to contact her and apologize to her for everything. She passes by a couple of students while one gives a nod to her to which she nods back. Max passes by the Vortex Club recruitment poster to which she ignores since she would never join them, they say evil can spread so she doesn't want to catch the Vortex Club miasma. The girl spots the bathroom and opens it then takes off her headphones.

 _Empty. Good. Nobody can see my meltdown. Except for me._

Max washes her face to relieve that tension in herself that personifies itself as heat on her face which makes her partially red. She looks at herself in the mirror for a moment trying to calm herself down at the moment in an attempt to regain her thoughts right now. Her anxiety issues make things worse most of the time thus lowering her confidence. She wonders if she even has confidence in the first place or maybe everything was just luck or fate that led her here. Max cools herself down.

 _Just relax. Stop torturing yourself. You have "a gift"._

"Fuck it." Max hissed and tears the photo apart. She continues looking down at the sink while contemplating on her incompleteness or lack of enthusiasm that the fact she's in the most elite school on America. Max wishes that Chloe was here to tell her that everything is okay. Suddenly, a blue butterfly flies into inside and lands on a bucket behind a stall which gets Max's attention as she goes towards it.

 _When a door closes, a window opens... Or, something like that. Okay girl, you don't get a photo op like this everyday..._

She approaches the blue butterfly and takes a photo of it but it takes off and lands on a sink. Suddenly she hears the door behind her open causing her to hide behind a stall. Max leans to see that it's Nathan Prescott but with a scar resembling a claw mark on his face. Telling by his body language, something has spooked him to the point he's almost pale now from fear and his colors faded. He breaths heavily.

"It's cool, Nathan... Don't stress... You're okay, bro. Just count to three... Don't be scared... You own this school... If I wanted, I could blow it up... You're the Boss...Oh who am I kidding, how can you just say that when a freaky alien goo chick just tried to rip your face off as a warning? Jesus..." Nathan cowered and on the verge of tears as if he was scared out of his mind. Max hears the keyword which is alien chick and wonders if he's just tripping balls as usual or he's being dead serious right now. The door opens again revealing a girl with blue hair, black jacket with a sleeveless shirt underneath it and jeans that go with her boots.

"What do you want?" Nathan asks sternly in an attempt to feign bravado.

"Oh you have some serious balls talking to me like that, especially when I have the big stick in the room. I hope you checked the perimeter like my step-ass would say. Now let's talk bidness-" That voice sounds familiar to Max as if she's heard it before somewhere. She wants to run but she'll get caught so she stays put in an attempt. Max hears a strange slurping noise coming from the girl as she checks the stalls.

"I got nothing for you." He replied defiantly before she turns to him.

"Wrong. We know you got hella cash." The girl growled with a demonic echo behind her as it grabs Max's attention.

"That's my family, not me." Nathan sarcastically spat back but the girl can smell the fear in him. He continues looking down at the sink and tries to ignore her as half of her face is overtaken by a black mass as sharp teeth and Spiderman-like eyes begins to form on the side of her face to scare him even more.

"Oh boo hoo, poor little rich kid. We know you been pumpin' drugs n' shit to kids around here...We bet your respectable family would help me out if we went to them. Man, we can see the headlines now or we can just have a repeat of last time except it ends with you getting a fucked up cause all we see is a punching bag." She taunted him.

 _We? Is this girl working for somebody? Is she human?_

"Leave them out of this bitch." Nathan growled.

"We can tell everybody Nathan Prescott is a punk ass who begs like a little girl and talks to himself—" To that comment, the boy pulls out a gun on her causing the girl to back off immediately as the black goo fades from the side of her face as if it were a living thing. Nathan smirks triumphantly that a scary black goo would be able to run away from a gun. He corners Nathan against the door.

"Not so tough huh with that black shit on you huh!? You don't know who the fuck I am or who you're messing with!" Nathan threatened as the girl's hand begins to twitch as if something is acting up.

"Where'd What are you doing? Come on, put that thing down!" She pleaded for her life with that demonic echo in her voice but it begins to overtake her.

"Don't EVER tell me what to do. I'm so SICK of people trying to control me!" The rich boy roared at her as he aims the gun at her stomach.

"You are going to get in hella more trouble for this than drugs—" He continues to corner her against the door as she presses against the door.

"I'll be doing the world a favor by shooting your alien ass back to space. Nobody would miss you would they?!" Nathan asked. The girl attempts to push Nathan.

"Get that gun away from us, you psycho!" He pulls the trigger...only for nothing to happen to the girl much to Max's surprise. The sound blocks the shots of the gun which means no one has heard it. Suddenly, a bullet spits out from her stomach revealing some kind of slimy texture covering her body as if it was alive with Nathan slowly backing away while looking down. Nathan looks up at the girl who clearly has a pissed off look on her face right now or at least a cocky smile. She speed walks towards Nathan and grabs him by the throat.

"We told you that you'd be in hella more trouble for this than drugs but you didn't listen. Now give **us** the money." The girl demanded as the demonic echo grows behind her voice as if she was a demon.

"W-What the fuck are you?!" Nathan yelled right before the black goo overtakes her entire head giving the same design she had on the side of her face except now complete. Her eyes are now completely large and white with no pupils and her mouth has been replaced with a demonic grin that has a row of teeth on it.

"We..."

"... **are Venom.** " She introduced herself and extends a long serpentine tongue before Nathan gives a loud scream that causes her to panic and smash his face against the mirror causing it to get smashed. Nathan falls on the ground as glass pierces his right side of his face nearly unconscious from the hit as the goo goes back to her shirt.

"Shitballs! Nathan? Nathan are you okay? **We're sorry!** " She kneels on the ground with tears visible on her face and shakes him in a panicked state. Nathan cries from the amount of damage he just took to the face as the girl uses the goo to take his wallet to check for any money but she steals a couple of hundreds from him to make sure he pays for the medical bills.

"Fuck...I'm so sorry. I should've listened to you...I knew he was bad news from the get go and you should've stopped me. This is like Eliot over again..." The girl begins sob frantically knowing what she has just done to him as she curls into a fetal position. Max quickly goes back to cover but kicks the bucket thus getting the girl's attention. She walks towards the source of the noise as Max covers her mouth in an attempt not to scream and grabs the broom. The girl leans in on Max's cover causing the student to panic.

"NO!" Everything begins to fade into blackness.

* * *

Max Caulfield wakes up again in the same classroom she was in back then. She looks around in panic and confusion at her surroundings trying to comprehend just happened. A monster just attacked a fellow student and badly injured him in cold blood to the point of near death, it may sound surreal but it felt real like she was there and the fact she's back in the classroom where she once was makes it all true. Nathan Prescott is going to get badly injured by some monster girl and possibly die of his wounds and even though he was a huge jerk, he didn't deserve that at all.

"Alfred Hitchcock famously called film "little pieces of time" but he could be talking about photography, as he likely was." Jefferson lectured as Max gets a sense of deja vu and feels like she's heart this lecture before. It was strange enough but the fact that there is a real monster in Arcadia Bay tops whatever is happening. Max looks around her surroundings.

 _I already heard this lecture._

"These pieces of time can frame us in our glory and our sorrow; from light to shadow; from color to chiaroscuro..." He continued. To make sure, Max looks at Kate who is being hassled again causing her to raise an eyebrow seeing how she knows what will happen again. Taylor tosses a paper ball at her to which Jefferson ignores in the process thus annoying Max of how indifferent he is to her. Max despised how everyone isn't helping her which shook her to the core.

 _Now Kate is being hassled again... And if Victoria's phone rings... This is real._

To that thought-Her phone rang. The realization hits Max like a freight train causing her to jump and knock down her camera which then drops and smashes on the ground much to the ire of Max since that was the camera she got from Chloe and was the last thing given to her. She grimaces at the sight but the imaginary light bulb goes off in her head although she has doubts.

 _Shit! Man, I cannot believe this... Okay, if I'm crazy, I might as well go all the way... Can I actually reverse time?_

Max gulps knowing she doesn't want to hear the same conversation over and over again but bites the bullet then reaches her hand out. Time begins to rewind around her as the camera then magically lifts itself up from the ground and reassembles itself back together as if nothing happened. Her jaws drops at the ability and smiles knowing her camera is back to normal now.

 _I did it... I actually did it! I'm a human time machine..._

"Now can you give me an example of a photographer who perfectly captured the human condition in black and white? Anybody? Bueller?" Jefferson asked again before Victoria raises her hand.

"Diane Arbus." Victoria answered. The rest of the conversation goes along accordingly as Max refrains herself from panicking at the sight of her powers to take it in that she could possibly fight this thing although she has next to no clue about its weakness. But she realizes that she can rewind time now which means it'll give her more prep time than ever to take it down easily.

 _Max, don't freak out. Not yet. I could fight it now, time powers over alien goo thing. All I need to know what its weakness is...maybe fire? Usually in movies, comics and TV fire is always the weakness when it comes to these things. So maybe fire is the go to weapon...or a flamethrower. You're not Ellen Ripley Max, you need prep time to take it down._

"Because of her images of hopeless faces. You feel like, totally haunted by the eyes of those sad mothers and children." The blonde continued. She wants to hurry this up to save Nathan from that thing but she can't, all she needs to do is follow the sequence. Max remembers what she did to get Jefferson's attention and pulls out her camera then snaps a photo of herself.

"Shh, I believe Max has taken what you kids call a "selfie"... A dumb word for a wonderful photographic tradition. And Max... has a gift." Jefferson went on as usual.

 _I know I'm not dreaming this. It's real. I can tell._

"Of course, as you all know, the photo portrait has been popular since the early 1800's. Your generation is not the first to use images for selfie-expression. Sorry." Max rolls her eyes again seeing that she heard this comment before. If this sequence is before the attack then it'll mean Nathan is okay and that girl with the goo didn't get him yet.

 _So I can go back in time... What if Nathan is still okay? Is that girl still there?_

"The point remains that portraiture has always been a vital aspect of art, and photography, for as long as it's been around." He turns his attention to Max.

 _I need to go to the bathroom quickly and check it out!_

 _"_ Now Max, since you've captured our interest and clearly want to join the conversation, can you please tell us the name of the process that gave birth to the first self-portraits?" The teacher asked.

"I'm sorry, I feel sick. May I be excused?" Max asked.

"Nice try, Max. But you're not going to get away that easy. We can talk more after class." Jefferson replied as Victoria smirked.

 _Oh shit, Jefferson wants to keep me after class. And I need time to save Nathan..._

"Is there anybody here who knows their stuff?" The former photographer asked much to Max's annoyance that this is the same sequence as before. She wishes she can gesture the blah blah blah face on her hand to emote what it feels like listening to Victoria again. Max has another idea since she can rewind time now and it's brilliant already like Biff's plan from _Back To The Future_. She rewinds time once more to where she screwed up at.

 _"_ Now Max, since you've captured our interest and clearly want to join the conversation, can you please tell us the name of the process that gave birth to the first self-portraits?" Jefferson asked.

"The Daguerreian Process. Invented by a French painter named... Louis Daguerre. Around 1830." Max replied.

"Somebody has been reading, as well as posing. Nice work, Max." Jefferson complemented with Victoria shooting an annoyed look at her. It's one of those small victories that give Max a needed moral boost in the long run.

"The Daguerreian Process made portraiture hugely popular, mainly because it gave the subjects clear defined features. You can learn more when you actually finish reading the assigned chapters. Max is so far, way ahead of everybody." The man explained before the bell rings. Jefferson gets up from his table as everyone packs there bags.

"And guys don't forget the deadline to submit a photo in the "Everyday Heroes" Contest. I will fly out with the winner to San Francisco where you'll be feted by the art world. It's great exposure and it can kickstart a career in photography. So Stella and Alyssa, get it together. Taylor don't hide, I'm still waiting for your entry too. And yes Max, I see you pretending not to see me." Max gets up from her seat ready to use whatever she can to fight it but realizes that she doesn't have the tools to take it down. She remembers seeing a fire alarm in the bathroom though...

 _Max, you are not crazy. You are not dreaming. It's time to be an everyday hero._

Max walks towards Jefferson and Victoria then waits for there conversation to end while tapping her foot so she decides to step in. She wonders if she can forward time to which she does causing time to go foward as the conversation accelerates to Jefferson now engaging a conversation with Max.

"I'd never let one of photography's future stars avoid handing in her picture."

"I'm not avoiding, just..."

"Biding time, waiting for the elusive "right moment"?"

"Exactly." Max sighed in defeat.

"Max, don't wait too long. John Lennon once said that "Life is what happens while you're busy making other plans." Go on now, don't let me stop you." She feels a little bad that Jefferson had to endure all of that so she rewinds once more to revise it all.

"No, Victoria, excuse us. I'd never let one of photography's future stars avoid handing in her picture." Jefferson spoke again.

"I'm on top of it. I think John Lennon once said that "Life is what happens while you're busy making other plans." Max responded knowing what he would say.

"Max, you are on fire today. All the right answers. Good. Make sure you finish working on it by today. I have faith in you." She nods at him then opens the door of the classroom. Max finds herself in the same hallway of Blackwell causing her to speed walk in an attempt to compose herself upon knowing that a monster inside a bathroom. She quickly moves at a pace to make sure she gets there in time to which she does get there with Nathan not entering. The brunette prepares herself as the butterfly comes in...

* * *

Five years prior...

Despite man's advances in technology, we never knew what was truly out there in the reaches of space nor we knew what kind of life there is. They always expected life to be little green men but they think too linear. Orbiting the Earth is an asteroid that begins to hurl itself towards the blue planet and into Oregon as if it was guided by something unnatural and yearning to look for something on the planet. It crashes towards the planet thus crashing on the ground near an old mill house with rock music blasting inside it. Coming outside is a black goo-like mass that slips out and forms a human-like shape then observes the area...she sees two girls head out of the place and senses something within the blonde one with short hair...a bad attitude yet good heart deep down inside. She wonders if she should attach herself to her and wonders...

The alien hides behind an RV as it slithers towards the two who begin to walk away. She looks at the party goers and decides to attach herself on the blonde's cellphone.

* * *

Present...

Max Caulfield waits in the bathroom for Nathan to arrive to which he does indeed as the sequence goes the same way as it did before. She looks at her surroundings like she did before to find a way to save him and looks around as she waits for the girl to arrive. The door opens as the the sequence begins with Max looking at the emergency alarm knowing what to do but doesn't know how to open it. She taps her foot as the conversation between them becomes a timer on a bomb so Max needs to find a way to break the alarm. Max looks at the maintenance cart then moves it revealing a hammer underneath. She smashes the fire alarm button thus giving her space to turn on the alarm.

"We... **What was that? Did you bring someone with you!?** " The girl accused Nathan in her form hearing the glass break. Nathan turns around in confusion as Max realizes that she's been caught and thinks about stalling but she knows that thing will get her like it with Nathan. She presses the alarm button as the ringing causes the girl to scream in pain with Nathan smirking then running off.

"Come back here asshole!" She yelled at the retreating Prescott as the black goo dissolves from her face.

* * *

Five years prior...

Chloe Price wakes up irritably albeit feeling better than before for some reason. Her room is the typical pig sty as usual although she could feel herself having some form of strength inside her as if she can take on ten men or stop a speeding train. She drank some beer which means she should be feeling groggy but she doesn't, she feels...better now. Chloe raises an eyebrow at the sensation she's feeling right now but disregards it in the process knowing she needs to move out soon otherwise her mom would throw a fit at her.

 _Strange...I feel better. Hell, stronger for that matter when I should be shit faced and struggling to move. I feel like I could take on the world. Either my alcohol tolerance got better or maybe the beer was laced in some kind of caffeine mixed with steroids and testosterone. I haven't felt this great since...Max. Maybe seeing Firewalk made me feel better or being with that girl...was that Rachel Amber?_

"Chloe! Wakey, wakey, eggs and bakey!" A voice called Chloe causing her to sigh again. That feeling is gone the moment her mother's voice is heard causing her to get up from her bed ready for a jog or lift weights now. She looks around her surroundings to stall some time and get caught up in what happened last night...until she realizes her outfit smells from last night.

 _I smell like beer and cigarettes. Better change my clothes._

Chloe walks towards her drawer and checks her clothes inside. They are all folded up in a proper order as she decides which one to pick so she picks the hot dog man one with the black sweater since she can never go wrong with the classics. After a couple of seconds, Chloe has a brand new outfit to wear now and it's pretty stylish. She looks at herself in the mirror...only to see her right eye blackened by something.

"SHIT!" Chloe cursed and bounced back in terror seeing the sight. The blackness begins to dissolve as she stares at it wide eyed.

 _Either that weed from Frank was bad or I'm possessed. Must be that beer though...yeah, it's the beer...please let it be the beer._

She pretends that she never saw that although the image is still burned in her mind as of now then heads off to the door. Chloe realizes something...her phone, it's on the table conveniently placed as if it was waiting for her so she takes it then leaves her room. The Price household is the same as always but it feels sterile and hallow ever since William died years ago and David is making it worse than ever. She feels a sense of unwelcoming presence now, especially when her mother favors David over her.

"Chloe, breakfast! Bring my purse down with you, please!" Joyce ordered her as Chloe rolls her eyes. She walks over to their bedroom thinking it's probably there to which it is and takes it with her. Chloe thinks about what she saw in the mirror and what caused it wondering if she should see a doctor although she dismisses it as some weird hallucination. She feels so much better than her usual self that is angry or depressed. The blue haired girl heads to the staircase and slides down then lands on the floor. Chloe can smell the food cooking which makes her feel happier than before for some reason.

 _Is this...what happiness is like?_

Chloe whistles a tune from a song she heard in class before which she finds strange that remembers that thus getting Joyce's attention. Joyce turns to her which gets Chloe's attention. Of all the people in Arcadia Bay, Joyce was the least hated person to Chloe since she always knew what was right although saw her as weak since she always kept kissing up to David who had no reason to take her father's place.

"Finally! You can put my purse on the dining table. Might still have time for breakfast if you hurry." Joyce said as Chloe goes to the table then sets down the purse in the process. She turns to her mother again as if she wants to talk to her about something.

"Chloe, I don't have all day. Would you get over here already?" She ordered before Chloe walks towards her. The woman is making pot roast which she finds suspicious since she always hated pot roast. Chloe walks over to Joyce while sighing thinking it would be another lecture again with the same old morals and the same old stuff to talk about how her relationship with David isn't good or whatever. She wishes for the day she would say she broke with David so she can jump and cheer.

 _I should see what Mom wants before she strokes out._

"Hey, Mom. You wanted to talk?" Chloe asked her causing Joyce to stop cooking and turns to her as her expression in a willing face as if she wants to talk. Most of there conversations were always something serious and also a lecture or two from her. She sighs and braces herself for another lecture...but she feels something in her head right now as if someone or something is inside it. Joyce observes Chloe's body language for a moment and can sense something is off.

"You seem pretty happy and looking pretty better than usual even more lively too. Something happened yesterday?" Joyce asked her.

"Took a walk. That's all." She replied. This tingly sensation goes through her body as if she's becoming more stronger than ever...and she likes it. Chloe thinks about getting more of that weird beer despite that hallucination she got...or if it was a hallucination that is.

"A walk huh? Well maybe you should walk more these days cause I like what's going on with you." Her mother smiled to which Chloe smiles back. Joyce's face turns serious again much to Chloe's annoyance as she braces herself again.

"When I send you a text message, Chloe, like last night, I need you to answer." Joyce said.

"Sorry. I hear you. I'll do better than replying." Chloe apologized to her.

"Thank you." She thanked her. A moment of silence falls between them as Chloe could feel her senses heightened as if she was expecting something or reading her mom's body language. Chloe taps her fingers on her arms while they are crossed as she tries to think of something to say.

"Is that what you wanted to talk about?" The blonde asks her.

"What is it with you and David? Always cutting to the chase. Why can't we just have some pleasant conversation before school?" Joyce irritably asks as Chloe sighs. To her, David was always an ass and the fact her mother went for another guy after her dad died made it worse than ever. Her original father could never be replaced at all, not even by him.

"You do realize I hate your boyfriend with every fiber of my being, right?" She responded.

"Chloe! You don't hate him." Joyce countered.

"He calls me "girlie". He's a dickhole." Chloe spat back at her mother.

"Nah, I'll just...grab something later." The teenager sighed. She has no idea what Joyce sees in David at all, unlike her dad, he had that warm feeling to him while David was so disconnected with her and even had moments of being a pure jerk. Joyce sees an opportunity in this conversation to make Chloe change her mind and smiles.

"Oh, you'll enjoy this. The other day I made four eggs, two for David, two for me. And just before I served them, he says, "What are you gonna eat?"" Joyce told while impersonating David and giving a brief laugh. Chloe could see this as an attempt to get to understand the veteran to which doesn't phase her at all with his attempt at humor.

"I'll enjoy that, huh?" The girl replied.

"You don't seem tired at but I'm quite you've learned a lesson in breaking curfew for a midnight walk. I know what time you came home last night. And don't think you can get out of school just because you missed the bus again." She said catching Chloe off guard in the process. There was always that phenomenon called mother's senses as they can see through the eyes of a child to which she feels her mother just did that.

"Why would you assume that?" Chloe pathetically asked.

"Who do you think your principal calls when you skip? Do you think I enjoy lying for you, saying you're sick just so you don't get expelled? Between your grades and your disregard for my rules... I see you slipping. I'm worried." Joyce sadly spoke seeing that her daughter is going down a bad path. She knows that it's been through for Chloe ever since William died but it doesn't give her an excuse to do something stupid or letting her slip up, especially with there current situation.

"But Mom... The whole point of lowering expectations is so you won't be disappointed in me ever again." Chloe proudly replied with no sense of shame in her voice but a pang of sadness hits her inside since she knows she's hiding it. She always hated seeing her mom disappointed in her.

"You're happy doing what you're doing? Fine. Keep at it. Just let me know so I can stop fighting with Blackwell to keep you on scholarship. Money's tight enough as it is." She spat back at her in annoyance.

"Maybe I just need to be left alone."

"Maybe you're sixteen and don't know what you need. David thinks you need discipline." Joyce grimaced. Chloe could feel something gnawing at her right now, some kind power that could make her say the words she needs and feeling that it'll have no confidence, it's not courage but it's adrenaline and it's affecting her head in the process. Her thoughts are slightly becoming irrational now as it begins to rush through her body.

"His version of discipline only leads to more heartbreak in his definition." Chloe replied with a slightly deep voice causing her eyes to widen.

 _Woah...that wasn't my voice. What kind of beer was that?_

"Excuse me?" She asked.

"I mean David needs to mind his own business." Chloe corrected herself. She remembers what she saw in the mirror wondering if that was a hallucination she saw but Chloe knows that wasn't her talking at all. Fear rushes through her body besides adrenaline running feeling as if she isn't in control of her body but she soon feels like she's back in causing her to calm down.

"I think it's great David's taking an interest. He's a good man. Maybe he can help." Joyce suggested.

"Your boyfriend is an asshole." The teenager spat at her.

"He's been good for me. Maybe he rubs you the wrong way because you've been rude."

"He's still breathing. That means I've been more than fair." She said. Chloe may respect vets but doesn't respect David in every chance of the way, she sees him as some poor substitute for William and she was better off if her mom dated some white collar every man to which can actually respect. David is none of those aspects, not one bit and Joyce has been normalizing him for a long time even though there is something clearly wrong with him in the head. To her, David is an example that war changes men mentally.

"David's had some hard times, too, you know. If he's kind enough to share his experience, I expect you to listen..." Before Joyce can speak, Chloe's fight reflexes kick in with the same rush as she had before as if she can't control herself at all. It feels so empowering to her and she could feel like she could get away from anything without any consequences.

"Like I'd let him get within fifteen feet of me." Chloe countered feeling that rush...and that rush felt good.

 _ **Watch your tongue child. It's best you don't speak lest you want to make the situation worse.**_

Chloe's eyes widen upon hearing that strange demonic voice as if it was tired of her bad mouthing Joyce. She seals her mouth shut for a couple of seconds trying to comprehend what she heard in her head. She doesn't know if she's going crazy or hallucinating right now or maybe it was too much weed from Frank but it was a voice in her head telling her what to do. Chloe knows she doesn't have schizophrenia and has been sane for quite sometime. Her lips tremble for a moment as she musters the courage.

"Scared now? You don't have to be, when he takes to you school."

 _Are you fucking kidding me!? Now is the time talk back! **Child, please.** Who the fuck are you!? **Your mother is suffering, perhaps it's best to play along with her and not give her a hard time.** Fuck you voice in my head, you're not telling me what to do. **I'll explain everything...until you decide to play along. You're a very hard to control host, I wasn't expecting this at all.**_

"Yeah...school." Chloe replied much to Joyce's curiosity. The fact some voice is in her head just made things a whole lot scarier and even frightening, just she thought she would have a good day. Cold sweat runs down Chloe's forehead as she tries to keep her cool at the thought whatever is...in her to please it out of fear that it will burst out of her chest and kill her. Chloe places her hand on the table and taps it with her fingers as Joyce observes.

"Chloe, are you alright? You look like you've seen a ghost or something." Joyce observed her body language.

"No, I'm fine. Perfectly fine! I just remembered to...attend the school play. I am a thespian after all." She continued to lie in the process fearing something will happen to her. Something horrible as if she's being held hostage at the same time. Chloe gulps again for a moment then makes a forced smile knowing she needs to play along.

"Want me to get the keys?" Chloe asked.

"Sure thing." Joyce nods in confused approval. Chloe walks over to the stand behind her in controlled walks fearing that one step will be the end of her. She grabs the keys from the ashtray and heads towards the place entrance of the house while nodding at her mom. The girl pauses for a moment knowing that she just played along with the voice in her head. Time slows down for her as if she was no longer in control of her body.

 _ **I chose you for a reason. My people...have an interest with your types and I believe you're a worthy host so long as you know how to control yourself.**_ _Chose me? What for? **I'll explain more on the way, no need to fear from me.**_

Chloe opens the door of her house seeing David repairing his car or at least modifying it. She wants to think he has the smallest penis in Arcadia Bay but the thing inside her knows what she's thinking of so she needs to know how to act right now. Chloe wonders if someone put something in the beer as she walks over to David obediently.

"Why do you women always take forever to get ready?" David asks and looks at Chloe.

"I was...taking a shower." Chloe explained to David causing him to raise an eyebrow at her. Her body language screams fear of something as Chloe calms herself down again in an attempt not to run to David for help. The thing inside her appears to be peaceful though which gives Chloe an edge of having free will. David looks at his car.

"Electrode insulator's probably cracked. You know what a spark plug does?" The veteran asked her as Chloe normalizes her footsteps towards him and composes herself.

"Y-Yep. Totally." She awkwardly responded causing David to tilt his head. Silence fills the air for a moment as David watches her.

"...Want me to get the tools." Chloe broke the silence as David squints his eyes at her.

"Sure." The girl walks towards the garage in a normal yet forced walking position and spots the tool box nearby. She picks it up with ease and feels like there is less weight to it. Chloe wonders how did this thing get inside her or if she's crazy right now or this is some bad weed she smoked but she isn't seeing anything takes the cake proving that this is no trip. She hands the tools to David as he repairs the car back to good use causing the engines to hum again. He offers Chloe a fist bump to which she does forcefully as they get inside the car.

 _So are you going to tell me or what? **Yes, I am a symbiotic lifeform called a Klyntar from the Andromeda system in fact. We attach ourselves to hosts we consider-**_

"I want to talk to you about something." David interrupted there internal conversation. Chloe slowly turns to David.

"Chloe, are you okay? You don't look so good yourself, almost sick looking...you sure you can head to school?" The man asked her.

"Ye-Yeah. Just had some problems in the morning, girl stuff. Like always...heh..." She gave herself a forced laugh.

"Anyway, we don't have to like each other, but you will respect me. You've enjoyed enough of a vacation from having a father figure. So there's some things I want to be real clear about..." David sternly spoke.

"Uh-huh..."

"Joyce... your mother... she's hurting, Chloe. Hurting for you. You've had it rough, no doubt about it. But all this staying out late, ignoring her command, drinking... drug use? It's making everything harder. For her. You need to shape up, get your act together, and put someone else first for a damn change. Am I making myself clear?" Silence again...

"Do you need to go to the hospital? You're getting pale and sweating hard now." He asked as Chloe looks at herself at the side mirror seeing her slightly pale appearance but she doesn't want to tell David.

"I'll be fine. I'll sleep it off..." Chloe answered. David hesitantly looks at her before accepting her answer then focuses on the road.

* * *

Chloe wakes up in the back of someone's car hearing that old country music that her real dad loves to hear. She hums for a moment to the tune and looks around at her surroundings. In front of her is William who is driving the car and singing along to the music and other nostalgic belongings. Chloe smiles for a moment then turns to her left...sitting beside her is a black haired version of herself.

"You want me to continue?" She asked causing her eyes to widen realizing who it is.

"Yes, definitely and what do you want." Chloe responded.

"I am a Klyntar from the Andromeda galaxy. We're a symbiotic life form that attaches ourselves to the host to form a symbiotic relationship for our host become heroes while granting them powers. And I have chosen you, Chloe Price, to be my host and partner for life." The alien being introduced herself.

"Become a superhero? Seriously? You have no idea who I am." She never saw herself as a superhero. Chloe imagines her being like Hancock or something, super yes but hero would be a definite no.

"I see potential in you Chloe. You need to embrace that potential and use it for good which I can see. There's a reason why I chose you." The symbiote argued.

"Just get out of me alright?! I'm not some hero or some...some kind of chosen one, I'm a major fuck up and you don't see that! Just leave!" Chloe yelled.

"Chloe, you need to listen-" Before she can say a word, a train came crashing towards them.

* * *

She wakes up again inside the car feeling better as usual but she knows what is inside her now. A delusional alien that thinks she's some kind of superhero candidate, oddly enough, it reminded her of Max in someway. Chloe wonders if there is a way to get rid of it through surgery but the doctors wouldn't believe her. This entire morning feels like something straight out of a cheap comic book. Likely this thing bonded with her when she was a asleep. It wouldn't surprise her though and now she has to live with it. Maybe do nothing all day and make it leave is the best strategy.

Chloe heads out of the car while wobbling a little then turns to David.

"Are you sure you want to head to the hospital?" David asks.

"I'm okay alright. Just head on back."


	2. SHIELD DATABASE

**ACCESSING AVENGERS INITIATIVE CANDIDACY DATABASE**

 **T. STARK (TBA)**

 **B. BANNER (TBA)**

 **S. ROGERS (CONFIRMED)**

 **N. ROMANOFF (CONFIRMED)**

 **C. BARTON (CONFIRMED)**

 **C. PRICE**

 **Loading database...  
**

 **Load complete**

 **Known engagements: Herman Shultz, LSA aka Large Scale Aggressor (Dubbed itself Cull Obsidian), Mr. Negative, Frank Oliver, Vulture, Emil Blonsky, Robert Farrell, Donna Diego, Frances Louise Barrison.  
** **  
PHIL COULSON VOICE ONLY: Ms. Price has certainty attracted SHIELD's attention with her activities in Arcadia Bay although they receive little to no attention to the people since these were attempted attacks. She has displayed signs of abandonment issues although a little more disciplined with her power. Ms. Price appears to be suffering signs of trauma of some kind of event and her reckless behavior makes her a danger to her teammates and herself. In short, she is not initiative material but SHIELD will continue to observe her to see if that can be reserved as she has potential.**


	3. One Shot: La Diabla

MacFarland Steel mill.

The empty halls of rooms above and bottom are darkened but lit up by the moon as Gordon Jackson kicks the door open alongside his crew of bank robbers after another successful heist. Among them is Pedro Fernandez, Jimmy Stiles, and Trevor Ogg as they are all dressed in armored gear and silenced MPSD submachine guns. The plan was easy as always since Arcadia Bay is the town least expected to have an armed robbery which makes gives them an easy living in the area. He gives a brief chuckle knowing that nothing can stop them in a town that nobody cares about. His men disengage there gear as they are ready to head on home...suddenly, music is heard echoing through out the steel mill.

 _ **Santa Monica Dream By Agnus and Julia Stone.**_

Before Travor can open his mouth, Gordon stops him and motions the three to separate to find the source of the music. He knew the place was secure so unless there's squatters then it'll make sense. Pedro is the first to move out and heads out towards the workers lounge while Trevor and Jimmy head upstairs while Gordon stays behind to secure watch the money. Something is here with them and it was alive.

* * *

The Hispanic moves and closes the door behind him as he activates his flashlight as it illuminates the hallway showing its decayed walls with the doors open on both sides as the music continues to echo across the entire building as he wonders where it is coming from. He grips the handle of his gun tightly as he makes a right to turn to see something running away from the light. Pedro continues aiming his machine gun as he takes slow steps then leans against the wall and aims his gun. He spots a hooded figure with its faced covered by a shadow seemingly looking back at him and slowly backs away. The man starts walking towards where it was once seen as he hears some kind of sound that sounds like squishing causing him to place his finger on the trigger of his gun. He makes a left where it came from which leads to a room with the door opened causing him to enter it.

Pedro looks around while waving the flashlight of his gun as the door slams shut behind him causing him to turn around quickly while aiming it. He raises an eyebrow on what caused it to close but hears something quickly walking up to him at a rapid pace as he turns around. Before he can scream, he sees his attacker face. A face that will haunt him for life...a face of a legend and a horror story he thought was fake. Speed walking towards him is a hooded creature wearing a black sweater hoodie with white wide eyes and a sinister demonic grin on her face as it zooms towards him before he can level his gun with the creature giving a high pitched scream.

* * *

Jimmy and Trevor walk around the old equipment that consisted of mainly machinery from the 19th century. The two continue walking with there weapons against the large machinery whose shape can be determined by there flashlights. They begin to hear footsteps on the left causing the pair to aim there guns at the source to which they see nothing. Something attracts Jimmy causing him to head towards the source of the sound and walks off. Trevor continues looking at where did the sound come from but hears something dropping thus making him turn to the sound. Before he can move, something touches his shoulder.

* * *

Gordon waits for his men to respond as the song continues to echo throughout the hall as he taps his foot. The music suddenly stops which gets his attention as he loads his gun knowing that an ambush is about to happen. A door is heard creaking as Gordon looks at the source of the sound which is an open door to which he goes to. He hears muffled sounds in the darkness causing him to turn on his light that illuminates the room as his eyes widen to the horror he is seeing but what he doesn't know is that the same creature is behind him smiling with sinister intent.

* * *

"So hows your little Oregon vacation?" Patricia Walker asks on the phone of Jessica Jones who is outside of the factory having a smoke break. She breathes the smoke out and sighs.

"Average at best and shitty as usual. At least I can relax for once..." Jessica replied before turning around to see the robbers covered in black gunk with there mouths covered and stuck on the fence. Her eyes widen and wonders what could've done this sort of thing. She walks up to Pedro then removes them.

"Who did this to you?" She asked before the same hooded black figure appears from the woods with the same smile.

"La Diabla...La Diabla..." Pedro muttered before it continues to stand there and can't gesture Jessica that its behind her.

"LA DIABLA! LA DIABLA!" He continued to scream while Jessica tries to pull him out of the fence.


	4. I Don't

Shock goes through Max's body upon realizing what she has done. She could feel that sudden rush inside her realizing that she just saved Nathan Prescott of all people from some monster who tried to kill him. Max stands still for a moment and starts walking realizing what just happened knowing full well as time feels slowed down for her to take it in as she walks in the bathrooms with her skin pale and eyes widening. The rush has been so exhilarating to the point it leaves her shivering at what she has done. She regains focus in herself and continues walking while maintaining balance in her stance.

 _That did not happen! This cannot be real! I just saw Nathan Prescott get mauled by that thing and then saved him! What the fuck is going on? Do. Not. Freak. Out._

She heads out of the bathrooms feeling guilty what she has done to save Nathan Prescott. Looking at his body language, it looks like he spotted her photo on the ground. Max hopes she'll get a thank you from Nathan or something, maybe getting paid with a couple hundreds but it'll be a fantasy knowing how he acts. Every student is heading out of there classrooms to head on out of the school as they pass by her like she was nothing. The brunette sighs then walks out before David Madsen spots her.

 _I hope she doesn't find out that I pulled that alarm. Looks like her weakness is loud noise though...and I'll have to sleep with the lights on now._

"Hey, do you hear that fire alarm? That means you should be outside." David informed her. Max nods before he looks into her eyes in the process realizing that something is wrong with her. It's a mixture of fear and guilt at the same time causing him to get suspicious. His experience with war taught him already of what that look means.

"Girls always use that excuse." He replied.

"Excuse for what?" Max asked feigning her act. She gulps for a moment feeling like her entire act could be blown now and kiss her scholarship goodbye alongside her dignity. The fact she can't just tell him that he saw a creature attack Nathan Prescott and it was weak against loud noise, they'll think she's crazy. Max tries to think of a lie to say to David but nothing is coming out as she braces herself.

"For whatever you're up to. Your face is covered in guilt." David spat back.

"The alarm tripped me out." She excused herself.

"Then trip on out of here, Missy. Or are you hiding something? Huh?" The guard leans closer to Max's face much to her fear that he caught on what's going with her. Suddenly in a twist of fate or good time, Principal Ray Wells heads outside of his office showing his concern for the alarm outside as he turns to David who is belittling Max. He has a sour look on his face as he stares at the two knowing David is the one who started it.

"Thank you Mr. Madsen, the situation is under control. There's no emergency here. Leave Miss Caulfield alone and please turn off that alarm, since that's your job." Wells ordered before David walks away. Max sighs in relief that someone came in to help her out as she heads on outside to get away from this situation. The Principal notices Max's body language making him agree with David's suspicion but not his actions. Max is about to head towards the door.

"Hold on, Max. Come back here." Ray ordered and observes her looks. An aura of fear surrounds Max as he could see it, as if she's something and in times like these, it's best to help each other out. Max approaches him in fear and apprehension fearing that he will deduce what's she has done but attempts to calm herself again.

"I'm...I'm just a little worried about my...future." Max poorly lied.

"You are sweating pinballs. Is that what you're thinking about? You can always be upfront with me, Max." The man said as Max tries to come up with something without looking like a fool to him but she knows he won't believe him at all. Not one bit. Max is now at the crossroads with her trying to make it or break it...

"I saw...some black thing in the bathroom. It was walking and it was attacking Nathan Prescott..." She anxiously explained. His eyes widen in response while David turns in worry. The man has heard stories of this _Venom_ from the students and there was actual footage from the woods of the creature and it entered the school once in the middle of a Vortex Club party and fought off a couple of thugs that were sent to kill a member who screwed them over for drug money.

"Venom? Oh, the lethal protector. I know that...thing and it all does is attack thugs and criminals. It's been protecting Arcadia Bay for five years despite what everyone saying it's a monster, I remember when it took some tight wearing punk with sonic guns on his wrist and went inside the school once to stop a shooting. I believe you Max but Nathan Prescott is one of the most esteemed students here, just imagining him doing something wrong is beyond me." Well replied as Max is surprised that Wells believes her.

"You believe me?" Max asked hoping that he's not playing along.

"Of course, Arcadia Bay has a superhero and someone who we can look up to. But it's unpredictable though. Now head on out." Ray orders before Max nods and heads outside. The air swoons on her face as she breathes it in knowing she got out without any hassle as she wonders if this...hero is really a hero at all, especially when she attacked Nathan Prescott. She sighs and heads downstairs to enjoy the outside world and the campus. Max spots a some flyers on the ground advertising an organization called FEAST.

 _FEAST? Oh yeah, Martin Li's organization. It's hard to believe a poor illegal immigrant from China would gain that much money. Man deserves a Nobel Peace Prize but the fact FEAST is here means something is off with Arcadia Bay. They only help the homeless and give relief._

Max looks around the campus to see many students play around or minding there own business as she walks ahead. Among the ones occupying the campus is Ms. Grant, Justin Williams, Hayden Jones, Stella Hill, Brooke Scott and many others. The usual people Max sees most of the time but one catches her eye as one of them appears to be a woman wearing a black blazer with a white long sleeve shirt underneath it and skirt also has black hair and purple highlights with them and appears to be of half Asian descent leaning against a tree. She's never seen her before around the area and she appears to be lost also. The brunette walks up to her.

"Excuse me? Are you new around her? You seem to be lost." Max asks her as she was texting someone which gets her attention but she appears to be alarmed.

"Oh yeah, I'm the new school actuary and yes. The names Skye Bennet, you know where I can find Ray Wells?" Skye asks her.

"He's probably in the school." She explained to the Asian who smiles.

"Thanks for telling me. Can't be late for my job interview...say, do you know Chloe Price?" The woman asks catching her off guard. It hits Max like a freight train knowing someone knows Chloe or at least knows her to a degree. She has no idea how to respond to her question with an anxious look on her face.

"Y-Yeah, she's my friend." Max responded.

"I'm a friend of hers too and I'm just wonder how she's doing. That's all. We go way back when I was living in a van and she was tremendous help to me." Skye explained trying to calm down Max.

"I never heard much from her. Sorry." The girl apologized as Skye sighs.

"It's okay, I gotta go though. See ya around." To that, Skye simply leaves while pulling out her phone and talking to someone. Max simply stands still wondering who she is. She wants to know the full extent of her powers as she looks at her environment...and smiles.

* * *

Five Years Prior...

To Chloe, this has got to be the most shittiest day of her life. A delusional alien is stuck inside her now and no way to get it off, likely bonded with her for life and won't keep egging her on to do something super-heroic. She stands on the sidewalk wondering what to do as she sighs and walks towards the school with Eliot Hampden spotting her, as much as she likes him, she is not in a talking mood right now either as her body feels like its about to collapse any minute and she can't walk right.

 _ **Child, if you're wondering why your body isn't functioning well is because you haven't fully bonded with me and resisting. I'm trying to keep your systems from collapsing right now.** Oh great, so we're gonna sing by the campfire and sing along campfire songs? **Just pretend I'm not here and you'll see the results.** Pretend? I have an alien inside me! How am I supposed to pretend that you're not here when you talk to me inside my head? **Bonding with one of my kind shares no difference than to having a normal body, all it takes is cooperation. Your body is rejecting me as of now and if keeps rejecting, you'll pass out or wind up in the coma.** So how do I make my body accept you? **Just calm yourself down**_

Chloe calms herself down as the entire world feels slow to her now and closes her eyes. Her body begins to feel better even stronger now and she begins to look lively now when she woke up from her nap. She sighs for a moment as the world motions around her knowing that feeling is gone now. Eliot approaches her from behind causing Chloe to turn around.

"Hey, Chloe." Eliot greeted her.

"Oh, hey Eliot." Chloe greeted him return.

"You okay? You kinda looked like hot shit when you left that car. I know you look better now but is there something up? Bad breakfast?" The boy asks her in worry causing Chloe to roll her eye if she explains what's inside her. Although she wonders what kind of powers they have now and it could be useful to a degree to get her out of sticky situations.

"I heard you had a hell of a night. I mean, people are talking about it." Eliot spoke much to Chloe's confusion.

"Who exactly is talking shit about me?" Chloe asked.

"You know...haters. On social media." He explained to her.

 _Well time to track those haters and give'em the good old one two punch with my new powers. **Child, not a good plan.** Well maybe you chose wrong and it's time for you to leave. **Leaving would be difficult, I'll put it at that.** Heh, never mind._

"Great. I wish I could tell everyone to just get a life." The browned haired girl responded knowing something must've turned up. She remembers Rachel Amber at the concert which means she must have done something to gain there attention. Chloe wonders if that was Rachel Amber though, perhaps it was some random concert goer who happens to look hot and look like Rachel.

"So how about The Tempest... Blackwell Theater at its most pretentious." Eliot said as Chloe remembers the play that's going on.

 _ **Something isn't right with him. I could sense it.** Amen to that brother...or sister? **I'm a female.** Oh, sister it is then. **We're not related.** Figuratively, anyway, we may have history but no chemistry. **Agreed, something doesn't sit well.** I can't read him at all too._

"Yeah totally." Chloe replied while looking at the board.

 _ **What do you have against the fine arts?** Everything. **Well I'd like to come...but not with him.** You said it yourself. **Perhaps we should reserve tickets. Ask him about the tickets.** Screw that! I wouldn't want to see Nathan Prescott in tights for all the money in the world. **This Nathan sounds disgusting. Is he ugly to look at?**_

"I know it's gonna be lame, but I was thinking... do you want to go together tomorrow?" Eliot offered her.

 _ **No. Please say no. I admire the arts but not him.** Chillax, I'm not going. **Good...wait, what does chillax mean? It sounds like a name.** It's a combination of chill and relax. **Hm...my knowledge with human culture is poor. Very poor.**_

"No way. I'd rather have my eyes gouged out with rusted forks." Chloe refused.

 _ **Interesting way to kill yourself.** It's a figure of speech. **Oh.**_

"Yeah, for sure!" Chloe waves him goodbye as Eliot goes back to reading his book. The girl wonders where she can converse with the alien around the campus as she looks around the place to where they can talk. All around the campus are the usual people as Chloe puts finding her DVD from Steph priority number two due to her situation. She spots the corner near the pool entrance causing her to head there. Her body feels much more better now resulting in the same feeling she had in the morning as she speed walks towards the corner and leans against the wall.

 _So what powers do we got? **Enhanced agility, strength, manifesting weaponry at will.** Like summoning a weapon, Sailor Moon style or some shit? **From your hand of course. Think of a weapon or something for close range attacks.**_

Chloe thinks for a moment in what kind of weapon she could summon causing a black goo-like mass to manifest on her hand as she can feel it. She looks down to see that her hand has turned into a razor sharp claw much to her shock that she just did that as she wills the symbiote to return her hand to normal to which it does. The girl calms herself down that she just did that but the excitement fuels her adrenaline as she gives a soft smile at her powers. But she still sighs though knowing that this will take getting used to. She heads out of the corner wanting to kill some time before she can get DVD from Steph and sees Skip Matthews to which she walks towards ti.

"Stopped any gang wars lately?" Chloe sarcastically asked Skip. Despite all his faults, Skip is always the go to guy and not uptight lime most Blackwell teachers save for Ms. Grant to Chloe, he has that mellow attitude towards everything which made him stick out of the crowd like a sore thumb among a sea of assholes. She's also heard of his band called _Pisshead_ which the name sounds a little raunchy at best but good talent though and everyone is aware too.

"Not today. I did ask Justin Williams's mom to move her Mercedes out of the handicapped parking." Skip replied. Blackwell is known for a school that may have assholes to Chloe but not hardcore gang bangers, this isn't Detroit. But she always thought of making a gang though and imagined herself being the leader and Arcadia Bay being her turf. Although she never saw herself as a leader.

"So I went to the mill last night, caught Firewalk live." The strawberry brown girl said while smirking causing Skip's eyes to widen. Unknown to Chloe, Skip knows the mill is a shady place and dangerous at the same time like using a dogs as a fighting ring. He's glad Chloe didn't get into trouble...or did she? Worst comes to show, she met some drug dealer and became one of his workers.

"You went to the mill? Wait, you saw Firewalk?" Skip asked her.

"It was cool." Chloe responded. She wishes that this thing was there for her back at the mill, those douche-canoes would start making a run for it and never mess with her again. The girl wants to tell the guard of her little friend but she doesn't want to sound crazy plus an added bonus is that she's stronger than the average bodybuilder now and thinks of making like a Youtube account to videotape herself doing sick parkour tricks.

"Whoa! Pretty wicked. I didn't know you were into music like that." The guard awed at her taste. She can tell it was sarcastic, powers or not.

"You can't judge a girl by the elitist, fascist school her mother makes her go to, you know?" Chloe smiled as Skip laughs.

"I get that. I'm in a band actually." Skip explained.

"No shit, really?" She responded with more sarcasm in her voice knowing that he's part of a band. Just that she's never heard there songs before and it's an honor to meet an up and coming musician, for all she knows, he could become a star one day so she'll have bragging rights that she met famous musician Skip Matthews in the future. Even his name has a good ring to it.

"We're called PissHead? I-It's not a big deal or anything. I mean, I'm trying to get our demo out there, but it's hard." Skip explained as Chloe nods in approval.

"Pisshead, huh?" Chloe slightly chuckled at the name.

"Would you want to hear it? Our demo, I-I mean?" He meekly offered her as Chloe decides if she should listen. She doesn't want that voice in her head criticizing the entire thing and ruining the vibe but she seems tolerant to her when it comes to it.

"Yeah, okay." She agreed.

"Great!" Skip pulls out his phone and plays the music to which Chloe finds catchy already.

 _ **Hm...This is good. Very good. I like it.** I thought you were into the arts oh strange visitor? **He has a good talent, I'll give him that.** **Reminds of that time I met you at the mill.** Wait, you got on me when I was...oh crap, that was you on my phone. Well thanks, would've saved me the pain of finding it. **You're welcome.** Now let me focus on this here piece of art._

As the song goes on, Chloe ponders on what her new friend can do...or what they can do. She has the power to save or hurt everyone around her and maybe even do something relevant for a change instead of smoking weed and getting drunk. The idea of her becoming a superhero is far fetched but she thinks of Tony Stark who was a pretentious billionaire and playboy alongside that scientist who went crazy and fought that freak in Harlem. If she wants to become a superhero, she might as well sign up for Superhero Academy if that exists cause she has no idea how to kick start a career in super-heroics. Arcadia Bay does have it fair share of criminals but mainly muggers, idiots who jaywalk, and other assortment of petty crimes but sometimes it gets violent like robberies. She thinks for a moment trying to think why the alien chose her as the music stops to a halt.

"So...what do you think?" Skip asks her.

"That was really good, man! If Pisshead came on the radio, I'd turn that shit up!" Chloe replied.

"Right on! Awesome, Chloe! Thanks!" The guard cheered knowing she likes it. Chloe walks off trying to think of a way to be a superhero since Arcadia Bay has a fair amount of crime like muggings, carjackings, robberies, and also drug dealing too but none of it as life threatening. She thinks of starting small and not be over expectant on being a superhero since she remembered to keep her expectations low so she'll never be disappointed. It's not like she'll be fighting a supervillain which she hopes not to cause that might cause more destruction on Arcadia Bay. Chloe thinks about her aunt Carol, her mom's sister, an airforce pilot who always fought someone when they picked on the innocent yet was strong and independent, someone Chloe wishes to be. Joyce said that Carol was a lot like her and defended her most of the time, the fact she disappeared into thin air and was presumed dead made Joyce stronger than she'll ever be.

These thoughts flow inside Chloe as she wonders if she has what it takes to become a superhero but she goes back to Tony Stark who was the most divisive man in the world yet someone became one. A normal punk girl from Arcadia Bay and not some nerd who's uncle was gunned down becomes a superhero, especially through all the drivel she put her mother to. The thought lingers inside Chloe as heads towards Samantha to kill some time and spots her reading her book against a tree. She imagines that if Max didn't leave, Sam would be the third in there circle of friends.

"Hey, Samantha. What are you reading?" Chloe asked her which gets the girls attention causing her to lift her head. Her enhanced senses kick in as Chloe looks at Samantha's body language sensing distress in it. She always had a thing for Nathan Prescott since they were kids as she can tell. The girl always loved to play with fire and Nathan is an example.

"Who's Afraid Of Virginia Woolf?" Samantha replied. Chloe's fight or flight senses kick in as she tries to think about what to do if she should ask what's wrong with her. The symbiote is egging for her to intervene since this could be her chance to be a hero as the girl tries to think without the thing trying to manipulate her into doing something she'll regret.

"Say Sam, you don't look so great. Something up?" She asked her which causes Samantha's eyes to widen at shock that she knows something about her. Samantha is about to open her mouth but doubt casts on her head as she wonders about how did Chloe notice, for all she knows, she could be one of those miracles people talk about like that one in Hell's Kitchen or the rumored experiments in Sakovia. The brunette freezes for a moment as Chloe rolls her eyes.

"Okay if you don't want to talk about it then I'm off." Chloe sighed before walking off again. Chloe spots Steph with Mikey who are playing that game of there's.

 _ **Smooth.**_ _Oh shut up, I'm very conflicted right now and you're not helping. **You could've kept asking if she was in trouble or not.** Well she looked scared and show signs of something that is not serious. **So we're going to choose who we help?** No...maybe...shut up._

"If I had known the celestial avenger was bloodied, I would have totally given him my potion." Mikey sighed in defeat causing Chloe to tilt her head in curiosity on what they were saying wondering what to do or what to say.

 _ **A celestial avenger? Odd...maybe this one has powers himself.** He's talking about the game idiot. **Oh.**_

"Hey nerds, I think I can help with your little problem." Chloe smirked knowing to do with her powers.

* * *

Present.

Max Caulfield walks in the parking lot of the school having pleasant thoughts about her powers like making white pain fall on Victoria Chase then regretting it and saving Alyssa from being hit in the head and helping Dana get out of her room from Juliet. Even stopping David from hassling Kate. The power to erase things you've done and the power to control time is something for Max of all people gain that power. The exact origins of power is unknown though but she'll try to find out later. She spots Juliet on her phone texting Zack in anger as Max remembers what he did to her. To make sure she's alright, she heads towards her to talk.

What she doesn't know is that Chloe is heading down from the rooftops as she uses the symbiote to make herself a makeshift rope from her arm to lower herself down. She sighs in anger that Nathan Prescott got away because someone wanted to do a prank on the entire school. It's been five years since she became Venom and five years of experience made her disciplined than ever yet she's beginning to slip up. Crime is now at an all time low in Arcadia Bay and the town is safer than ever as Chloe curses herself for going back to old habits. The girl walks towards her truck but pauses as she sees Max.

 _ **Who's she?** Max. **The girl from your pictures? I thought she moved away to Seattle?** Turns out I was wrong then, what she doing here in Blackwell? **You did say she always wanted to be a photographer so maybe she went here for it.** Oh great, good thing there's no more supervillains running around or surrounding Arcadia Bay otherwise that'll amount to my ever growing list of things on my shoulder. **There's the Black Order.** But that was one of them and I'm sure they don't give two shits that the giant turtle guy with the hammer got beaten by me. **Still, you shouldn't be getting overconfident just because the town is safer than ever.** When it's not and I know that, especially when girls get kidnapped for some odd reason then turning up somewhere else._

"So you're going to do the same thing you did to her as to me?" A familiar voice called causing Chloe turn around. Standing before her is Eliot Hampden who has a giant claw mark on his chest with his face looking like it was beaten up as scars litter it. Strewn on his clothes is the remains of glass and wood chippings across his mangled body and pale skin. Chloe sighs in annoyance knowing what she did to him is the reason for all this.

"Shut. The. Hell. Up." Chloe growled at the specter of Eliot that has been haunting her for quite sometime. After that incident, it has been become her sworn duty to protect Arcadia Bay forever as her eternal mission. But the mission is ending now and she wonders what to do...a normal life is off the table with the symbiote inside her nor she can join the Avengers since they disbanded after the Battle Of New York. Maybe she can talk to her mom about it...

"Oh don't deny Chloe. I'm sure the faces of my mom and dad were enough to make you start oh so noble mission to become a superhero when I found out what you were doing. You just keep on doing the same thing over and over again to make sure that you're still a good person. Guess what? You're no hero, you're no savior, you're just a punk with abandonment issues parading around like you're a grown up trying to be like Tony Stark who saw the error of his ways. Those supervillains you've taken down don't mean shit when you did this to me." Eliot taunted with pure toxicity in his voice as Chloe gets inside her truck so she can meet Max.

"So go ahead, meet her and when she finds out: Be sure to bury the body instead of making it look like an animal attack. I'm sure Max will enjoy my company when I see her." The boy taunted as Chloe looks at Max who is walking towards Warren. Max spots Warren texting on his phone as he lifts his head up noticing her and smiles.

"What up, Max? How are you?" Warren greeted and tries to hug Max but she pulls out a flash drive as Chloe resists the urge not to spit gunk over Warren and stick him on a lampost with a bruised up face. Chloe sighs shaming herself since Warren saved her last time when a thug somehow got the upper hand on her so she tries not to be spiteful towards the guy. Eliot continues to smirk next to Chloe and cross his arm.

"I'm betting like $10 that Max will drag you down like Rachel. Oh wait, you dragged yourself down the moment you did this to me." Eliot egged at her before stretching his arm on Chloe's shoulder and leans back calmly.

"Here's your flash. Thanks." Max thanked before Eliot gives a light chuckle.

"You know who this reminds me of? Me. I was trying to reach out to you like the best friend I am and you know you do? You turn me away and when I found out what you were doing in the Amber household, I did the same thing but ended in brutal fashion. Way to be a protector of Arcadia Bay. Oh wait, lethal protector-Breaking people's bones, putting them in shock and in coma's. I'm surprised you didn't replicate what you did to me onto others." The light brown haired boy taunted.

"Because I unlike you, I have self control and don't write creepy poetry." Chloe spat back at the phantom and turns to him.

"That poetry is in the same level as Shakespeare! You never did appreciate the fine arts. Fun fact: I had a life ahead of me, I was accepted into a college but you probably know that when you went into my room. Then you decided I don't deserve that life, way to kill an inspiring story that would've become the next Oscar bait film." Eliot countered at her.

"No, it would become a psycho thriller about a girl trying to avoid her best friend. Think it be more along the lines of me being winning at the end." The girl replied. What she doesn't see is Nathan Prescott walking towards Max and Warren furiously. Eliot leans over Chloe and grins as she is close to hitting him despite him not being there.

"Might as well be a hero again. Look behind you." Chloe turns around to see Nathan confronting the two brown haired students. Her blood boils upon seeing him after that little incident. She wants to turn into Venom again and pounce on him but she only attacks at night because it gives her an edge at fighting and also she's more of a stealth fighter. The shadows were always her allies.

"Whatthefuckever. I know you like to take pictures, especially when you're hiding out in the bathrooms. You best tell me what you saw. Now!" Nathan threatened Max as she backs away but is cornered by the car. She knows he still has the gun from the bathroom which makes him extra dangerous than ever but she knows Nathan Prescott should be grateful that Max saved his life from that monster in the bathroom.

"I saw a black thing in the bathroom and I ran off. That's all." Max replied feigning any form of hiding the truth but he knows what is happening here and he sees the big picture.

"You're so full of shit! What's next? You signed up for the Avengers for super-hiding-behind the stalls? I saw that photo on the ground, don't act so innocent to me." Nathan growled as Max knows her cover is blown to smithereens in the process. He looks like he's trying to pull out something from his pocket as Max knows that its the gun and every word she's saying will result in her end.

"I just saved your life so back off Nathan. Otherwise that thing would smash your face against the glass!" Max yelled at the rich kid who is caught off guard by her sudden outburst but his face turns serious again. Chloe has had enough and pulls out her keys before jamming them into the lock of her car then winds it up. Warren walks in front of Nathan as he tries to intervene.

"Wait, what's going on-" Before Warren can say anything, Nathan pulls out his gun and aims it at him causing him to back out. Chloe steps on the pedal seeing this as a signal to get Max as he is about to pull the trigger of his handgun on Warren. They hear the sound of a car engine starting with the three turning to the source of the sound as they see Chloe in the car driving towards them then stopping and almost hitting Nathan. Max looks at the driver seat to see Chloe in it.

"Chloe!?" Max gasped before Nathan turns his aim at the two but Warren punches him in the face and knocks him on the ground thus dropping the gun. The brunette turns around at the downed Nathan and quickly kicks the gun away from him. Warren continues beating up Nathan who scoffs in pain knowing someone lesser just took him down and added to the list of problems he has now.

"Oh, no, you're dying today freak!" Nathan punches Warren away and picks up his gun from him before Max tries to get inside the car but Nathan grabs her by the leg causing her to trip on her bag while Chloe notices the young Prescott. She grabs the barrel of the gun from Nathan as he struggles against her but she rips the slide of the pistol off which renders it useless then attempts to drive away. Nathan yells in anger knowing that gun costs a fortune and tosses it at the truck right before realizing what he's done and kicks Warren's car in fury. The pistol bounces in the back of the driver and passenger seat then lands on the rack. Warren gets up as David Madsen comes in and intervenes with the two. Max turns Chloe in awe at her amazing feat of strength knowing she just quickly disassembled his gun and wonders how she did that but comes into a realization.

It was Chloe who was in the bathroom. Chloe was the monster. Chloe is...Venom.

Max wants to scream but she knows that it's her best friend who she hasn't seen in years. The backdrop of Blackwell quickly disappears from the back as the car moves as she is left pondering on what to say to Chloe. Wells said Venom is a superhero but what she didn't see what super or heroic in the bathroom. She takes a breath of relief that she was indeed saved by the most unlikely person yet. The brunette slides against the seat.

"Man, Nathan Prescott is messed up. And dangerous... This day never ends..." Max sighed.

""Oh, and thanks, Chloe!" After five years you're still Max Caulfield." Chloe replied with a smirk.

 ** _He threw the gun at you and it bounced back to the rack of the truck._** _I know, that dipshit also knows who we are and he might spill the beans. **Not unless we can help him.** You want me to help that sick little shit? **Maybe we can do the good old sticking our fingers up his nose and mess with his brain trick. It worked last time on Shultz.** Hm...Good idea. Might as well wait for tomorrow. **On second thought, maybe we should scare him again not to tell anyone.** You do realize that he'll get his entire family on mine right? The brain trick will do...actually I think I agree with the scare tactic._

"I am seriously glad to see you. Oh, and thanks, Chloe. It makes perfect sense I'd see you today." Max thanked seeing some relief seeing Chloe again. This entire day feels like a dream to her that Chloe is a superhero...or an anti-hero. Whichever way it goes for her but at least she got her childhood wish in becoming one though, not in the levels of the Avengers but street wise unless Chloe fought supervillains along the way.

"Yes, it's been that kind of day. So what did that freak want with you?" Chloe asked sensing another problem for her to deal with like she always does. But she realizes that someone was in the bathroom when it happened...she quickly erases that thought since it's near impossible but she fought a man who can spawn light and dark based attacks and looked like a photographic negative picture. Maybe Max isn't the only hero in Arcadia Bay...

"I have no idea. I know he's a Prescott." Max replied.

"And an asshole. Your friend really stood up for you. I'm hoping Venom jumps him in a nearby alleyway for that shit, too bad she hunts at night." Chloe said as Max looks at her in fear again. The blue haired girl has been disciplining herself by taking micro-naps since most of her work involves the night hunting criminals hence why criminal activity has been drastically lowered ever since. No idiot would dare step out at night and day crime makes it worse than ever hence why most criminals moved out of a small town cause it's a hunting ground. Of course she had to go back to the house after all crime has been dealt with and had to take timed naps to ensure her mind was balanced and up to par with crime fighting hence why she took naps in the afternoon right before waiting for the son to go down and the hood raised up so the Lethal Protector can do her job.

"Warren? Yeah, I owe him big time." Max replied.

"You're not the only one in debt, and you're already causing trouble. At least you're not doing any crime." The blue haired girl smiled. Of all the things she's done, seeing Max again made her feel relaxed and feels like she's a light at the end of a long tunnel that's her career. She takes it as a sign that it's almost over and that Chloe Price can have more of a life since Arcadia Bay won't need its friendly neighborhood anti-hero anymore. When Nathan Prescott and Frank Bowers fall, she'll sit in a bench in front of the lighthouse as she watches a grateful Arcadia Bay.

"I thought it would be quiet here. Feels so weird to be back." She countered at Chloe.

"Let me guess: You got accept into Blackhell Academy? Don't lie, there's a photography program and I just know you'd sign up for that shit real easily." Chloe teased which catches Max off guard again but she smiles upon realizing that means Chloe attends Blackwell and remembers when she said it herself.

"Only for Mark Jefferson. He was a pretty famous photographer in the 90s... I've always loved his work." Max awed at her teacher.

"Oh then you'll love the place in general after Stark buys it out. I heard it'll return to the typical four grade system with a fifth that can amount to college credits or a leg up to get into another prestigious school." She explained much to Max's shock.

"Wait, Tony Stark is buying it out?"

"Well there's a deal going on and Blackwell is caught in the middle. One side Stark and the other side Prescott who are trying to buyout the school like what Stark is doing. If it were up to me, I'd give Blackwell to Tony since he's my hero and maybe a douche but he has heart of pure gold...or vibranium but that's T'Chaka. Plus that means we're going to get better tech than ever too." Chloe explained to her with enthusiasm. Max bends down to her bag to reveal her camera is broken much to her frustration.

"Broken. Oh man, are you cereal?" Max sighed.

"Wow, haven't heard that one in a while..." Chloe chuckled at that old phrase.

"Not everything changes. Except my camera has officially taken a shit." The student replied. Her Polaroid has been with her since she was a kid and the fact it broke made her cringe in agony since it cost a fortune to make and plus it wasn't cheap alongside the film. She curses herself for saving Nathan Prescott in the bathroom from Chloe and thinks about rewinding to let Chloe beat him up. Chloe observes the destroyed camera.

"Doesn't look too bad. My step-douche probably has a boatload of tiny tools that can fix that up perfectly." The blue haired girl suggested.

"He better..."

* * *

Five Years prior

"Duurgaron is defeated! But your wounds were too great." The game with Steph and Mikey was both fun and intense for Chloe yet was easy due to the fact the symbiote kept giving directions on what to do and the strategic advantages too. Chloe smirks at her new ability which she considered wish making also and how it makes things easier than ever but she knows that deep down inside that this thing is using her to be a superhero so she needs to be careful and needs to get along with the thing otherwise she'll be imbalanced.

"I actually feel sad right now." Chloe said feeling that sadness inside her that her character died. The symbiote shares her loss for Calamastia was a noble warrior who died to defend her student's student to make him a hero. She's intrigued that humans find entertainment from nothing and only through the mind, it's interesting to see what humans can make from only there minds.

 _ **You died a noble death.** I know, at least like I went out like a badass.  
_

"Better to have died a hero than live as a coward." Mikey comforted Chloe knowing that she's a skilled player.

"That was fun." The girl complemented. As a reward, Mikey sometimes showed off his drawings to those he liked and it was nice seeing this side of Chloe no one ever sees. Another person besides Steph and Drew who is in enough trouble already, in fact, both of them are in huge trouble right now and it's only a matter of time that they need to leave Arcadia Bay as soon as possibly.

"Check out what I drew." Mikey shows his drawing to Chloe. It's an elf Barbarian and a wizard.

 _ **Amazing skills, might as well say spectacular even.** You gonna add friendly neighborhood with that line also? Mikey's got serious drawing skills though. **I wish to hang this mural in our home.** He's not selling it I bet. **Eh...**_

"Glad you enjoyed it, Chloe." The beanie wearing girl smiled. Chloe nods her head knowing for the first time in a couple of hours, something good happened to her and kept her mind at ease but the alien inside her is starting to grow on her a little bit.

"Yeah. I'll adventure with you any time." Mikey agreed at her skills.

"We'll see. Thanks for the game, nerds." Chloe leaves there session trying to think of what do to control this thing. The symbiote is pretty cooperative despite being a bit of a pest so that's something she'll deal with easily, it wants her to be a superhero but Chloe knows she has no guts when it comes to dangerous situation and doesn't want to go an extra mile. On the bright side, she'll be doing something meaning although none of the people of Arcadia Bay will know it was her due to the secret identity thing and she would still be seen as that punk girl who gets in trouble in school. She wants to be respected for once. These thoughts wander through her head and fills it to the brim on what to do as she walks up to the steps of the school.

 _ **Look out!**_

With her enhanced reflexes, Chloe moves out of the way and hears something shuffling behind her then turns around to see Nathan Prescott of all people. The girl always hated the guy yet feels bad for him since his family are basically jerks who want to take over the town and make it there own and he's a pretty okay guy himself. She kind of wishes she could use her powers to see what is going inside the Prescott household too. Her senses go haywire as she could tell something is wrong with him through his body language and the world around her turning gray causing her to look around with her pupils dilating and time slowing down. The only one colored not gray is a certain football player, Drew North. Drew was like all other Blackwell jocks, thinks he's hot shit and picks on the weak. She puts the picture together knowing what is going on and what she must do. Nathan falls on the ground and drops his photo book with Drew picking it up.

"What have you got here, Twitch?" Drew asked sarcastically to Nathan. She rolls her eyes seeing this as a guy affair but she can't resist the urge to help making her think that this is the alien's doing or she just feels bad. Chloe may hate Nathan and his entire family but at least he has a reason to not like him unlike Drew although she did hear stories. Drew picks up the book.

"Don't call me that!" Nathan replied in fury.

 _Why do I feel like I want to help? Is this your doing? **If this was my doing then you would sick and faint on the ground due to the internal imbalance inside you or you wouldn't be control of your body. Makes a perfect distraction through.** So do I go superhero on him and beat him? I feel privileged right now. **Your choice.**_

"Oh, wow. This is some really weird crap, Prescott." The jock insulted his book to which Chloe isn't surprised that Nathan is into weird things like this. She continues to cross her arms and grips them in an attempt to calm herself from beating him with her new found strength but just seeing this is just both sad and infuriating. Adrenaline rushes through her body as her fight or flight reflexes are going haywire right now.

"It's not yours. Give it back!" He pleaded.

"I hate that you're on the team now. You're such a loser." Drew insulted as Chloe kicks the ground hoping they'd end this feud already. She knows if she fights him then it'll leave another mark on her Blackwell career that she fought someone...unless she dodges all of the attacks. The girl begins to concoct a plan inside her head on what to do but first she must make the first phase of her grand plan.

"Guys, no need to fight. You can both be losers." Chloe sarcastically said getting Drew's attention who turns to her.

"The mute speaks?" The football player asks as Nathan tries to get his book back from him before turns it away and looks at Nathan next. His book is at close range right now and she can use her strength and reflexes to snatch it away from him. Chloe motions her hand towards the book but Drew steps forward.

"Woah, woah! You earn a spot on the squad, Twitch. You don't have your dad try to buy off the coach." Drew continued as Chloe curses herself for not reacting in time and grits her teeth. It's time for plan B now and it'll make Drew North a laughing stock of Blackwell, maybe even get them to reconsider his scholarship.

"At least my family pays tuition. How much financial aid does your deadbeat dad need again?" Nathan spitefully asks thus striking a nerve in Drew's head.

"My dad lost his job at the shipyard when your dad closed it down. And you want to talk shit to me?" Samantha joins in as Chloe could feel a fight brewing right now with plan B in preparation phase. She preps herself to take him on and taps her foot waiting for the right moment to strike at him.

"Leave Nathan alone!" Samantha pleaded.

"You know something, Prescott? I'm gonna do you a favor. You can't be a part of the team and be into this stupid crap at the same time." Drew insulted even more feeling that he has no right to be in the team after what he did. Drew looks at the water fountain causing Nathan to look at it then back at him.

"You're a piece of shit. I'm going to kill you!" Nathan calmly then angrily threatened him with death. Knowing Nathan, Chloe knows it could be serious with Drew being six feet under because of a car accident.

 _ **Are you ready?** Hell yeah, time for the school to reconsider his scholarship and kiss his future here goodbye... **That sounds waaay too spiteful even by your standards. Shame on you.** And I sound like a bigger jackass than Drew, sorry about that. **I guess you found your equilibrium.**_

"Stop it! You guys! Chloe, do something! Don't just stand there watching!" Samantha continued to plead to Chloe. She steps in with a confident smile in her face then turns into a grimace.

"Back off, idiot." Chloe spoke which gets his attention to which he turns to her. Her hands curl into a fist as she braces herself for a fight against him but she realizes that'll get her in more trouble.

"What the hell did you just say to me?" Drew asked with restrained anger.

"Back off? As in, go away. No one's interested in your crap." Chloe spat at him.

"You're seriously defending Nathan Prescott?" He asks in fury once more with Chloe rolling her eyes. Adrenaline builds up within her sensing a fight but she knows that this won't be a fight, this will be a public humiliation in the highest level and it'll make Drew a bigger idiot than he is.

"I can defend him in more ways than back talking but I'm sure you're scared to hit a girl even when she's asking for it. So you up for it or you gonna go chicken on me?" Chloe taunted wanting a fight. Fury builds up within Drew as his hands curl into a fist seeing that she's defending Nathan of all people, the kid is the reason why his family is basically suffering right now and Chloe doesn't see that. Chloe smirks and closes her eyes then puts her hands on her back as the world around her slows down with the symbiote helping her out. Drew throws a left hook to which Chloe dodges to the right then a right hook at her but she dodges to the left as she opens her eyes again smiling at him causing him to yell in frustration. He throws every punch from both sides as Chloe dodges of them as every second breaks down for her. She moves to the tree out of hopes he'll bump into it with Drew throwing another at her to which Chloe moves away from causing him to hit the tree and his fist full of splinters. Drew groans in pain and bends over then turns his head to Chloe in fury who still has that smirk on her face as students begin gather alongside Mikey and Steph who are shocked at Chloe's abilities to dodge that quickly. Chloe goes back to her old position which is in front of the stairs slowly and calmly with her hands still behind her back right before Drew roars at her in an attempt to tackle the girl but Chloe moves again as Drew crashes his face against the steps causing the students to cringe in pain. Drew gets up as his nose bleeds with Mikey conflicted if he should hold his brother back at her knowing Chloe could be stronger than him. The athlete gets up and attempts to throw another one at her...

Suddenly, a black man wearing a decorated US Army uniform stops Drew from throwing another punch. He looks familiar to Chloe but it takes a second to realize who it is as her eyes widen: Colonel James Rhodes aka War Machine. She wonders what he's doing in Blackwell despite him graduating from here and being a close friends Tony Stark...unless Tony is here with him. Skip runs towards the scene but stops in embarrassment knowing that someone who is a special guest of Blackwell had stopped it. Joining him is a woman a blazer and skirt with red hair and freckles and a plump yet muscular man wearing a black blazer with a white shirt complete with a tie and black pants. Her eyes widen even more upon realizing who the two are: Pepper Potts and Happy Hogan.

"Alright, alright, shows over." Rhodes spoke as Drew struggles with Pepper rolling her eyes. To her, Blackwell maybe prestigious but she knows that it's just another school with the same kind of students you'd see. The colonel turns Drew's arm behind his back then escorts him into the school while Skip scratches the back of his head. Chloe wonders why they are here though...

"Sorry Ms. Potts. There was too many students and they were forming a crowd." Skip said in hopes that this won't affect his job. The fact the special guests saw a fight leaves a huge first impression upon everyone. Pepper Potts sighs and closes her eyes before opening them.

"It's okay, it's a high school after all so stuff like this was bound to happen. Anyway, we're off to meet Wells." Pepper replied before Skip breaths a sigh of relief that she didn't get mad at him. Happy stands near the staircase as Chloe has a couple of questions for him to which she walks up to.

"Hey." Chloe greeted getting his attention.

"Oh hey, we saw you while heading towards the school. Nice reflexes though, you take up boxing or something? Cause you just dodged every hit eyes closed. Now that's something. Never seen any other woman with that sort of skill besides one I know." Happy complemented with Chloe smiling. It's nice to see someone sort of famous noticing her.

"What are you doing here in Blackwell? Is Stark visiting?" She asked.

"Why yes he is. He's visiting Arcadia Bay to hand out the Stark scholarship to a student here, someone named Farrell after he won at the engineering contest for his rocket for his magnetic skateboard and is attending to watch the Tempest play." Happy explained much to Chloe's shock. Tony Stark is visiting Arcadia Bay, something that Chloe could hear in a dream or as a joke which means news outlets will be around for the party. The man gets a text from Pepper on his phone.

"That's my cue to leave kid. See ya." The bodyguard leaves as Chloe walks with him since she has class to attend. This entire day is just getting weirder and weirder for her with an alien inside her and now Tony Stark visiting Arcadia Bay, almost like a comic book. Happy is the first to open with Chloe behind him as she tries to put her hand on the door. It flies open to reveal Rachel on the other side in red and black tights for the play she's attending.

"Oh, Good! You're here." This catches Chloe off guard and grabs her hand before pulling her into the building. Rachel drags Chloe with her as the symbiote finds her strange that she knew somehow they were here unless she saw the whole ordeal outside. They enter the Drama class as Hayden and Dana are rehearsing in front of Mr. Keaton who supervises them.

"I do beseech you, chiefly that I might set it in my prayers: what is your name?" Hayden asks.

 _ **Eugh...cringe fest.** For an alien that doesn't know Earth culture, you seem to know slang. **I met a Ravager who used that word once, he was from here so it's partial knowledge.** There's humans out there in space? That's some Flash Gordon shit. **Yes, he also kept mentioning Flash Gordon too. I wish to know him and Kevin Bacon too also David Hasselhoff or was it Zardu Hasselfrau?** It's David Hasselhoff._

"Miranda... Oh, my father! I have broke your hest to say so!" Dana replied.

"Good!" Mr. Keaton complemented.

"Admired Miranda! Indeed worth what's dearest in the world! Many a lady I have eyed with best regard, and many a time hath listened- many a time the harmony of their tongues- hath I listened to-" Hayden begins to forget his lines much to Mr. Keaton's irritation as Chloe smirks.

 ** _We could do a better job than them._** _Not doing it. **Oh come on, where's your sense of artistic enthusiasm?**_

"Hayden! You're killing me! You've had weeks to be off book!" Keaton groaned in annoyance.

"Sorry, Mr. Keaton." He apologized to him. Keaton always irked Chloe with his enthusiasm in the arts and Hayden doesn't deserve to be treated like that.

"No, don't apologize to me. Apologize to your scene partner, who's been very accommodating, and to your other fellow actors, and most of all, to yourself-" Before Keaton can speak, Rachel intervenes.

"Mr. Keaton, sorry to interrupt, but does this look better? I had my mom take it in a bit." Rachel asks her before spinning around. Chloe blushes at her looks seeing her as hot in that outfit. The symbiote senses attachment within her which causes her to worry about there relationship. Her people always attached themselves to others like Chloe but if they form an attachment then they can't do their duties.

"Mrrowww! Looking good, Rache." Dana cat called.

"Very cool." Hayden complemented.

"Exquisite, Rachel. As always." Keaton awed as Dana turns to the teacher.

"Mr. Keaton, I'm still having trouble with, "My affections are then most humble; I have no ambition to see a goodlier man." I mean... does she really mean that?" Dana asked in curiosity. She's been reading the story so far and she doesn't understand Shakespeare at times so this will be confusing.

"Especially because I just straight out told her I've been banging all the ladies." Hayden added.

"Yeah, that is hard. We've talked about that line forever. We need a fresh perspective." Rachel suggested then hugs Chloe and brings her closer to the stage.

"The question is: are Miranda's feelings of instant passion for Ferdinand just inexperience and dramatic circumstances or... has she actually just met the love of her life? What do you think?" Rachel asked Chloe who is trying to think.

"Sometimes when you meet someone who's going to change your life, you just know it, I guess...Also, you've got parents coming to see the show, right? At twenty bucks a ticket, it's got to be true love." Chloe replied. The symbiote is shocked that she said that knowing Chloe or at least the surface of Chloe, she wonders that perhaps that there is more to Chloe, especially with her thoughts.

"Wow, a romantic and a cynic. That actually kinda helps me, thanks." Dana thanked her before the bell rings.

"Thanks, Mr. Keaton. See you later, guys!"

"Later!"

"Oh, no. I have first period improv with a class full of freshmen, now." The room is empty now with only Chloe, her new friend, and Rachel left behind in the drama room. Rachel Amber has always been an enigma to her and many of the students at Blackwell Academy, she was hard to read and was hard to understand as if she was a book written in another language. Chloe doesn't know if this is some kind of prank so Rachel can make herself look better or funny. Even the symbiote couldn't understand her at all. She gave a vibe of radiance like the sun yet it is shadier than a van with free candy written on it. She begins to calm herself as she stands with Rachel Amber.

"I'll just be a minute." Rachel goes to the dressing room while Chloe stands around.

"Oh, could you grab my belt for me? I think it's in my bag over there." Her voice echoed throughout the room.

"Uh, yeah, sure."

 _ **She seems suspicious, isn't she not?** She is, she hangs out with the cliques yet doesn't act like them. It's like she's on a whole other level above them. **Perhaps but we should watch out for her. Something doesn't click right.** Way ahead of you on that part. **A league of her own though...reminds me of someone.**_

Chloe walks over to the background wall where her bag is located. This day to her won't let up with the weirdness scale as it's being turned up beyond eleven and its now at one hundred especially with Tony Stark visiting Blackwell added to that too. She remembers that name of Farrell though, Robert Farrell, a skater dude like Justin Williams who may act like his one of his groupie but is actually a huge genius to the point he aced at his engineering class hence why he entered the contest where the winner gets the Stark Scholarship that will be given personally by Tony Stark which is ironic but Blackwell is full of surprises and assholes. Apparently he's friends with Rachel, Dana, Drew, Mikey and even Nathan. Chloe connects this to Rachel, Farrell is in a league of his own like her yet something doesn't click right with him like Rachel making Chloe wonder if there are people like her out there. A person that never fits in with the crowd and doesn't follow the trend cause he/she is the trend. She finds the bag behind the wall and opens it revealing a photo of Rachel and her father that reminds Chloe and her real father.

 _Rachel looks so happy here._

Next to that picture is Rachel's belt to which Chloe picks it up and walks over to the dressing room then enters through the entrance. The place is your typical red stage dressing room for the actors as Chloe looks around for Rachel who is probably dressing right now. It's littered with posters on the wall and even post it notes on the sides of the mirrors as Chloe makes her way to find her.

"Uh... Rachel? Is this your belt?" Chloe asks shyly.

"Yes! Thank you." Rachel replied behind the dressing screen. Chloe decides to go behind it to hand it to Rachel knowing she's probably done dressing right now. She goes behind but spots Rachel still changing causing Chloe to become enamored by her looks and beauty. Her body is almost something out of one of those models she'd see in those magazines. Now Chloe was gay for all the right reasons and this causes her to pause and admire Rachel's physique. The symbiote senses this attraction but does nothing to stop it since the host needs to have control over her feelings although this might affect there performance much to her concern. Chloe snaps out of her dream-like trance at Rachel and shakes her head.

"I really liked your costume." Chloe complemented to her causing Rachel to smile.

"Thanks." Rachel replied. Her heart races seeing Rachel in her bra as she tries to strike up a conversation with her without looking like a creep to her though it appears to her that Rachel doesn't know she's gay but she doesn't know how to read her right now. She's in the same league as Robert Farrell, they were both there own thing. Time goes slow for her due to the anxiety inside her.

"So, did you bring flowers for my dressing room?" The blonde sarcastically asked her. Chloe thinks about something witty to say to her.

"Uh... how about a belt instead?" Chloe replied and smiled as she offers her belt to her.

"Perfect." Rachel said before taking it from Chloe's hands.

"I'll let you finish changing now." The punk informed before head outside of the dressing screen. Her strange day just got a whole lot stranger now that she just saw Rachel Amber naked or partially naked as Chloe blushes right now as she tries to shake it out of her mind but she couldn't. The only thing she could describe it as hypnotic almost. Rachel heads out of the screen in her full attire that consist of a long sleeve blue flannel shirt and a t-shirt underneath it.

"Chloe Price." She called to get her attention.

"Rachel Amber?" Chloe called back as she braces herself to what Rachel is going to say.

"Last night was amazing!" Rachel excitedly replied. The memories of last night's concert are a bit hazy to her but remembers thrashing about among the crowd as it was the best night of her life seeing Firewalk live onstage although she remembers the two hooligans that tried to fight her. With the new power now, she can jump the two in a back alley eyes closed to which she wishes to know where they live due to her newfound strength now.

"I'd never seen Firewalk live. Pretty fierce show."

"We'll have to do it again. To tell the truth, I went to bed last night wishing it never had to end. But then I thought: why? Why does it have to end?" Rachel asks her causing Chloe to think of a response that is equal parts as deep as it. She lightly taps her foot.

"Maybe it doesn't. Have to end." Chloe responded.

"Exactly!" Rachel agreed much to Chloe's shock.

 _ **Smooth.** Shut up._

"How would you like to join me on a little field trip?" She asked her which surprises Chloe. Rachel looked like the everyday girl who would never cheat or skip out on class so this was indeed surprising for Rachel to suggest an action yet she was mysterious in every way. What she saw in Firewalk was another side of Rachel no one has ever seen and she just scratched the surface of who Rachel Amber is. She wonders if perhaps that's why Rachel is so into her right now.

"Ditch class? You mean it?" Chloe replied.

"Is that weird?" Rachel questioned.

"No, it's awesome." The blonde girl leads the way while Chloe follows but suddenly stops. Her mind says she should go but her body tells her to stop and think of your decisions. She realizes who is in charge right now and she should've saw it coming when she was just getting to like her. Chloe curses herself for getting comfy with the alien inside her but she attempts to vie control over her body. The feeling is painful as if her entire insides are getting pulled.

 _ **Child, remember what your mother said?** Yeah I know now let go before I slam my head against a mirror or something. **But this will get you in more trouble than usual.** Principal Wells won't notice, he's too stuck up on Tony Stark visiting Arcadia Bay so this is a clear window. **I won't let you do this.** I'll let myself do this then._

Chloe attempts to walk and follow Rachel as her legs feel like something is grabbing them. A mix of emotions barrage her head knowing that this is a war inside her body as she tries to think of a plan. She closes her eyes for a moment and grits her teeth to think about the symbiote's weakness...Chloe imagines her father in front of her to which she opens her eyes at. William stands there with a determined smile in his face.

"Looks like you're in trouble." William spoke with a smile on her face.

"I am. This thing...inside me it won't let me go. I need to be with Rachel." Chloe replied to him. William sighs and shakes his head with the same smile knowing what she has.

"She's right you know. Would you want to risk hurting your mother?" He asked her.

"I don't...but for the first time, I met someone who can be my friend. Just please...help me." She pleaded to him as William smiles.

"Sometimes the key to control is through cooperation." William replied as Chloe finds it vague before he vanishes. Chloe is left standing as the symbiote continues to make her stop from leaving the room she's in. She thinks of what he said though what control is...Chloe sighs.

 _Rachel seems fishy okay. I need to get close to her. **So you can what?** I don't know, for the first time someone takes an interest in me and it's not Eliot. You understand right? **Yes.** Plus you said you want me to be a superhero and Rachel is the most suspicious of all Blackwell students, I'd like to get some insight. **Hm...**_

The symbiote lets Chloe go as she could feel her body relaxed now and unrestrained causing her to walk out of the room.

* * *

Present.

Max and Chloe drive up to the Chloe's house and park in the driveway. The house is painted completely blue which means Chloe's stepfather honored her old one's wish to paint it blue which is a first sign that he could be a good guy. It looks more reformatted and even has a solar panel on the roof causing Max to whistle at the sight. She wonders if Joyce got a new job to get all of this or the step dad is rich as hell. Chloe walks towards the door and pulls out her keys and unlocks it.

"Come on in, don't be shy." Chloe said with a smile as Max awes at the newly reformatted house. It's as if Chloe kept getting better and better after she left her which makes Max think if she needed her in the first place. But that thought comes to an end after what she saw in the bathroom and how much of a monster Chloe was to Nathan unless...he did something wrong. She doesn't let her guard down around Chloe knowing she can't trust her at all now.

"That's one hell of a renovation." Max commented on the design.

"Well that's what you get when you work for the Stark Foundation." Chloe replied much to Max's shock.

 _This can't be real. Chloe Price working for Tony Stark? Unreal. With great power comes great pay._

"Get out, you work for him?" The brunette asked before Chloe opens the door. What Max sees is almost alien and as if it was another person's house, the hallway remains the same but has a new and clean look to it. On the left wall is the same photos as before which is the only thing unchanged while the couches are different and have been replaced with a pullout alongside a plasma screen TV displayed on the wall. Also the kitchen has that almost futuristic vibe to it now as Max thinks it'll give Joyce an edge on cooking. They head upstairs with Max still at shock at her house and opens the door of Chloe's room. It looks almost the same way Max left although much more neat looking with the bookcase having actual books on them.

 _Chloe's grown up now..._

"My room looks a bit different than the last time you saw it." Chloe bragged and sits on her bed that is now blue. Max observes her room seeing how advanced it has become due to the financial backing from Tony Stark himself or maybe from her new job. She spots her laptop too that even has a Stark logo on it. It feels so weird that Chloe's life has gotten better now without her as Max wonders if she was better off without her. The American flag is still there though alongside that old shelf that William put together but it's more refined and painted.

"No duh...it looks so neat and cool looking." Max commented as Chloe gives off a soft laugh. She looks at the stuff Chloe has in her room starting by her laptop to which she checks out revealing an internet article on vibranium and Wakanda.

"This isn't exactly my "chill out zone" ...My step-führer makes sure of that. Come in and close the door. Put on some music while I read my book." Chloe ordered as Max continues to look at the screen of the computer.

 _Vibranium? Is Chloe working on a school project?_

She turns to the next article showing the Blackwell class of twenty twelve as she tilts her head in curiosity. Left to right is Chloe among other students.

 **Left to right: Chloe** **Price, Rachel Amber, Warren Graham, Petra Laskov, Kelly Dillon, Max Dillon, Vincent Stegron, Earl Wirtham, Carolyn Trainor, Hayden Jones, Zachary Riggins, Trevor Yard, Logan Robertson, Alyssa Anderson, Justin Williams, Dana Ward, Evan Harris, Stella Hill, Brooke Scott, Juliet Watson, Victoria Chase, Nathan Prescott, and Taylor Christensen.**

 _Chloe used to go to Blackwell? With what she has in her house, I wouldn't be surprised that she's considered for valedictorian._

The next article reveals a notice from Blackwell.

 **From: Blackwell Academy.  
** **To: Chloe Price.  
** **Description:  
** **Due to our transition to a senior based program and limited capacity, we are sorry to inform you that you will not be attending Blackwell next semester.**

 _Ouch._

Max slides to another part showing an Email from Stark Industries.

 **From: Stark Industries.  
To: Chloe Price.  
Description:  
We'd like to inform you that you have been hired by us from Stark Industries for the Star Foundation in Arcadia Bay. Go get'em tiger!  
-Tony Stark.**

 _Chloe's friends with Tony Stark? What has she been doing for the past few years? Damn, her life just got more interesting than ever. First she's a monster and stuff now she's hanging out with him?_

The articles stop there as it's the only one left. She spots a book on the desk labeled _Xhosa For Idiots_ making Max think if Chloe studying some kind of language which makes sense since Chloe could be smarter than before since learning another language ups your intelligence. On the table is a newspaper talking about an mysterious entity that has been protecting Arcadia Bay for the past five years and how crime went down, to Max, it was no doubt to be Chloe doing this. The brunette turns to Chloe who is reading a book.

"So what's Max Caulfield up to these days?" Chloe sarcastically asked while turning a page.

"Party all night." Max replied feigning confidence in herself to which Chloe rolls her eyes.

"Not Little Miss Wallflower. I bet you've never even been to a party." The blue haired girl doubted. Her superhero career gave her an edge on detecting lies told by criminals to make themselves look sympathetic when she ensnares them in her trap or have them restrained against something through her gunk. Although she did wish the Avengers called her up since Arcadia Bay is more peaceful than ever, there's no more use for Venom here anymore. But she thinks about her mom and stepfather though...

"Oh right. I went to your birthday blowout." The short girl said causing Chloe's eyelids to lower in disappointment.

"Max, you were 12 years old. That's... sad. You should stick to taking photos." Chloe sighed. Max feels embarrassed right now after what she said to her since she's always been an introvert and has never been to parties. She rewinds time to alter the truth to what she said earlier as the events are back to where they once were. Max knows what to say next.

"I take photos. Of me, the world, everything. It may sound sad, but I have a blast." Max said to her much to Chloe's enjoyment.

"It doesn't sound that sad." Chloe countered.

"I'm happiest when I've got a great image in my lens. I'm not lonely, not afraid..." The brunette explained causing her to smile.

"Now that's more inspiring. I don't feel so totally hopeless..." She complemented her. This grabs Max's attention.

"How can you be hopeless when you're working for a superhero and also your house is looking better than ever?" Max asks her.

"Let's just say I'm sort of...sorting my future out here in Arcadia Bay and I don't know what to do about it." Chloe sighed thinking on what do when she finally takes down Frank next. She swore to herself to save Frank for last when all criminals in Arcadia Bay are gone since Frank is an honest guy and helped her with Damon. But Chloe knew it would come to this and Frank was a criminal even though he was her friend, it still didn't excuse him of what he did. Max turns on the power switch near Chloe's bed causing the light bulbs to active much to her awe. But she notices a box under the bed to which she pulls out. She sees the CD but notices a folded picture of Rachel Amber and unfolds it revealing Chloe on the other side much to her shock. Chloe's senses kick in realizing what Max is doing.

"Hey, give me that!" She called out and grabs the photo from Max's reach. Max's heart almost jumps at the sudden burst knowing what Chloe is capable of doing so she must be careful around her, she may not even be in control of her powers.

"Sorry. I wasn't trying to be nosy. Obviously, she was a good friend..." Max apologized to her causing Chloe to calm down as she looks at the picture sentimentally

"That's putting it mildly." Chloe adds. Max looks at the picture of the blonde and Chloe who is sticking up a middle finger in the photo knowing that Chloe would do that. Despite everything that has changed, Chloe is still Chloe even though she's a monster now.

"So, who is she? Do you mind talking about her?" Max asked.

"Rachel Amber. She was my... angel. After my dad died and you moved, I felt abandoned. Rachel saved my life." Chloe sadly explained to Max as she remembers her. Max is both relieved and a bit jealous around Chloe since she found someone to replace her also the fact someone took her place although she knows Chloe would hate her to the core if she called her up.

"Man, I had no idea." The brunette replied.

"Well you never made much effort to find out. I was 14, we were best friends." The first part of that sentence hits Max like a knife but she knows that she was never there for her. She thinks of something to say to her knowing she needs to make a response.

"I never forgot. Even if I was an asshole and didn't keep in touch. But you had Rachel..." Max replied causing Chloe to make a soft smile. Rachel was one of Chloe's greatest failures at the cost of being a hero.

"Rachel had my back. We were gonna kick the world's ass. You would laugh at how different we were... She wanted to be a star." Chloe continued remembering how much she wrecked her dreams in the process because of her heroics. She first thought being a superhero would be fun and games but there always has to be a price.

"She looks like a model. Hard to believe she was like that than the one I see in school..." Max commented on her beauty. Rachel in the school still looks pretty but she's rather quiet these days and she sometimes appears in class which for some reason doesn't get her kicked out of school.

"That was her plan. Our plan. Get the hell out of Bigfootville, and into Los Angeles." The punk continued to explained.

"So, what happened? Did your folks, your mom, try to stop you?" She asked.

"No, no...I had to help her. Despite me and step-douche not getting along, she needed us the most and I was getting back on my feet back then turned my life around. I got to know him better though, he maybe an ass but he's an ass with a heart of gold. He's kind of like a pitbull, if you treat him right then he'll be your best friend and a decent guy." Chloe said. This catches Max off guard seeing Chloe try to get along with a complete stranger like her stepfather showing that she has indeed changed and matured.

"I feel the love...nice to see you get along with someone despite what happened." Max replied.

"So what's Rachel up to these days? I heard she's still attending Blackwell." Chloe asked her. Max always saw Rachel Amber in the halls but mostly everyone ignores her or when someone tries to reach out to her, she just walks away. The only time Max knew Rachel a little better was when she helped her pick up her books.

"Well...she's dark and sort of brooding. She never speaks nor heads out of her dorm only on weekdays also sits by herself in the campus and in lunch. Also doesn't seem to give two shits about anyone..." The short girl replied causing Chloe sigh.

"I kinda caused that." Chloe explained to her.

"You? What...what happened?" Max asks with hesitation.

"Her father did something that I wasn't going to stand for at all. Not one bit. I told Rachel about it and she distance herself from him but I knew what he did was wrong so...it went out. All of Arcadia Bay hated James Amber and he went to prison. I thought she would be happy though that I did something right but Rachel yelled at me for doing such a thing since her father provides for the family and I defended my actions saying that they were just. Next thing you know, she said she never wanted to see me again. Ever. And if I did try to see her then she'll make sure none of us come out alive." The blue haired girl sadly explained remembering those exact words.

"Jeez...does she hate you that much? Or was it out of...you know..." Max asked since there is always that outburst.

"Max, she threatened me with a knife and a gun to my face. I'm not kidding, I don't think she wants to talk to me anymore after what I did." Chloe replied bluntly much to Max's shock that Rachel did that. With that information, she knows Rachel is someone she shouldn't be hanging out with and feels angry that she did that to Chloe also the fact she's dangerous and wouldn't get on her bad side. She might even be worse than Nathan Prescott too.

"Oh...damn. She sounds super crazy and messed up." Max commented on what Rachel did to her. Chloe is hurt by that comment of Max but she can understand her impression on Rachel. In someways, Chloe feels that she took Rachel's place after that incident as that straight A student that got her act back together in Blackwell while she was left in the dust.

"Not crazy...just very angry at me. At everyone." Chloe corrected sadly and turns to the side of her bed sadly.

"What did James do that was so bad?" The short girl asks.

"He was an overprotective asshat that was ruining his daughter's life by trying to drug and kill her biological mother. I had to protect Rachel. The fact people like him exist is beyond understanding, I don't regret a thing telling the cops and he's lucky that Venom didn't beat the shit out him for that." Chloe replied with a pang of almost chocking in her voice meaning she regrets everything what she's done.

"Chloe..." Max spoke softly and tries to reach out to her. Chloe knows that what she told was partially the truth but that's the cost of being a superhero, there always has to be a price to maintain equal balance. The blue haired girl distances herself from her as Max gets up and inserts the CD inside the player causing it to play a song.

 _ **Santa Monica Dream By Angus and Julia Stone.**_

"Anyway... You can find tools to fix your camera in the garage..." Chloe informed her.

"Chloe...are you okay?" She asked.

"Sure, I'm awesome. I just want to blaze and be alone for a moment..." Max nods to what she said then heads outside. Her entire house has a feel of a rich person living in it complete with better painted walls and a shelf, especially through Chloe's job in the Stark Foundation which she knows she must get paid a lot. She spots the shelves containing books written by Curt Connors and Bruce Banner showing that Chloe is still into science causing Max to smile.

 _Nice to see Chloe is still keeping up on her science._

She enters the bedroom of Joyce and David seeing that it sort of looks the same except it has another plasma screen TV in front of the bed much to Max's awe. On the desk is a computer that has a lock screen of the Avengers logo on it causing Max to smile knowing that Joyce would definitely look up to them. The closet is open revealing Joyce still works at the diner but notices something else...a Blackwell security outfit.

 _Joyce still works at the diner and Chloe's dad is the new security guard...uh-oh._

She leaves the room with nothing inside then heads downstairs to the living room. She spots the kitchen noticing most of the appliances are Stark tech which are known to be powerful and efficient as Max can imagine Joyce has already took a liking. The fireplace remains the same though, a remnant of that reminds one of the old times. On the stand is a portrait of David, Chloe, and Joyce next to the plant nearby. Max walks towards the photo showing the three in front of the house smiling even Chloe.

 _Chloe's right, I guess her stepdad is a good guy. It takes a lot for someone to impress Chloe._

Next to the photo another which is framed to be Chloe receiving the Stark Scholarship from Tony himself much to her surprise but knows Chloe is probably some kind of punk super genius to earn that. She gives a soft laugh at the sight of Chloe achieving something and live up to her full potential in the process. Max imagines William smiling at his daughter.

 _Today a Star; Scholarship, tomorrow joining the Avengers. Actually, I wouldn't mind that. I'd kill to see Chloe team up with Iron Man or Captain America, plus I'd get some cred in school too._

The plasma screen TV shows the news for Arcadia Bay of the latest Venom sighting and activity. She sits on the couch and pulls up the platform that raises her legs up as she watches the news. Max sinks into the comfy couch as she sighs and watches the screen. On it is the same reporter for KBAY Seven.

"Coming up at noon, KBAY Seven News has the scoop on the latest act of the antihero known as Venom. If you've been living under a rock or a tourist, Venom is an unidentified life form that has been protecting this small modest town from criminals. While the teens of Arcadia have been calling it a hero, some townsfolks aren't convinced." The reporter spoke before it cuts to Sean Prescott, benefactor of Arcadia Bay, which causes Max to roll her eyes.

"The fact teens are looking up to a monster rather than the Avengers speaks a lot about our generation. Venom is a huge example of one such, it only sees Arcadia Bay as its territory. It's an animal, not a hero." Sean commented as Max groans in irritation. The next is officer Anderson Berry.

"I've got complaints from criminals who have there arms and legs dislocated to the point I remind myself to stop by the Arcadia Bay hospital before taking them in. Hospital has been piling up with more crooks rather than citizens and I'm not liking it at all. This thing should let the police handle the work and go join the Avengers or something." Anderson said spitefully. Another interviewee is Joyce Price.

"I appreciate the work it has been doing for the town but I don't appreciate it's tactics. There has to be a much less lethal way to handle them rather than beat them to the point they're in a coma. I believe in a beating but this takes it too far." Joyce sighed. Max sighs and gets up from the couch then turns off the TV.

 _Bullshit on all sides, even Joyce. But after what I saw...I don't know._

Max continues exploring the Price household and spots the fridge having a photo on it. It's a photo of Joyce, David, and Chloe in Paris causing much joy to Max that she finally made it there. But she knows underneath that smile is something else...something both mysterious and dangerous. She goes over to the garage and enters it showing that it still looks the same. The only part that is not changed except a muscle car in it. She spots the precision tools on top of a couple of boxes on the washing machine much to her luck.

 _Boom! Precision screwdrivers! Except, I can't reach them..._

She looks at the washing machine and has an idea then turns it on causing the tools to fall on the ground in an unreachable place.

 _That was very smart, dumbass. No can reach._

The brunette gets an idea since she knows she can rewind. She rewinds to the time where it fell on the ground and pushes the piece of cardboard on the ground right before turning on the washing machine. The tools fall on the padded landing which satisfies Max as she pulls out the cardboard then picks it up.

 _Yes! You have mad skills, Max. I've got the tools, I should go back upstairs before Chloe freaks._

Before she can go, Max spots a set of files on top of a cabinet causing her to look around as her curiosity takes over her. She walks towards them and attempts to grab them only for them to fall on the ground and into the gunk much to her annoyance.

 _Shit! Butterfingers!_

The gunk covers the files but Max knows she can salvage anything visible. She picks it up...revealing pictures of Kate Marsh which disturbs Max.

 _Kate Marsh? Why the hell would he have pictures of her? Okay, this is totally getting weird._

Another file is seen causing Max to tilt her head then picks it up...It's a there's a SHIELD logo on it. Max hears about them all of the time, mainly how they're all top secret but were a factor in forming the Avengers. The notion of something like this in Chloe's house is quite strange and somewhat concerning. She opens the file.

 **From: Phil Coulson.  
To: Chloe Price.  
Description:  
Dear Ms. Price,  
You are among a few selected who have been chosen for the Avengers initiative. This meeting is classified and has never happened. Director Fury would like to meet you in Two-Whales diner.**

 _Did Chloe...join? She wasn't in the Battle Of New York though..._

Max rewinds time again to make sure her stepfather doesn't find out that she's been snooping around the garage. The files goes back to its place and clean now as she walks back to the living room then spots that the home phone answering machine that has a red light blinking on the side indicating there's message from someone as Max walks towards it and activates the message.

"Chloe Price? This is Jessica Jones. I'm a private investigator and I wish to schedule an appointment at Two-Whales diner. Please call back." Jessica ended the call causing Max to tilt her head on who this Jessica Jones is. She wonders if Chloe has made enemies already due to her line of work which worries Max but Arcadia Bay is a small town in the middle of nowhere. The only thing that would bump in the night would be muggers, robbers, and carjackers. She heads back upstairs and back into the bedroom of Chloe who is still reading her book. Max sits at the desk and opens the case revealing the tools she needs to repair her camera. After a couple of seconds, Max gives up realizing that the tools don't work.

"So?" Chloe asked her curiously while putting down her book and going to her. She knows that she has a backup camera somewhere in her room that she's been keeping so in case Max's can't be repaired, she'll give it to her. Max sighs in frustration as Chloe can tell what's going on.

"I can't fix this thing." Max replied. Chloe notices the photos on the desk to which she picks them up.

"Are these your new photos?" The blue haired girl asked again.

"Yeah... I just took them today." She explained as Chloe goes through the photos. Chloe smiles at the photos Max has taken seeing how beautifully shot they are despite having a cheap looking camera. She wants a closer look.

"Let me see..." Chloe goes through the photos and admires the shots and angles. She doesn't need an edit from some computer showing that she has a gift and this is complete proof of that. But one photo causes her fight or flight reaction to kick in...a photo of a butterfly causing her eyes to widen.

 _ **Oh no...**_ _Shit, no hiding this time. How long has it been since someone found out? **Five years! We were so good at it! Dammit!** I got nothing to say...shit, Max, please don't freak out...or hate me. _

"Wait... I've seen this before." She spoke and gulps causing Max to turn fearfully at her.

"Uh..." Before Max can speak, Chloe turns to her in fear that Max knows who she is.

"Oh hell no, this isn't happening. This isn't happening at all. Max...you were the one who set off the fire alarm didn't you? Please be honest. I can tell when you're lying." Chloe ordered as fear kicks inside Max knowing what she might do to her. But Chloe is a superhero and a superhero must cover there secret identity which is going to be a huge problem now that Max knows who she is.

"I was there... Hiding in the corner." Max explained fearfully hoping Chloe doesn't try to silence her.

"Then you saw...us. What we did to Nathan." Chloe continued piecing everything together. Her deductive reasoning skills have gotten better due to her career in interrogating criminals but this is Max. Her friend and the first girl she fell in love with, she needs to be careful.

"I did and you were gonna beat the crap out of him for money." The brunette continued to explained.

"There's more to this story than meets the eye. Just...the thought you saved Nathan Prescott, a criminal, boggles my mind. But I was thinking of slamming his face against the glass so thanks for stopping me." She thanked her before Max tries to strike up another conversation.

"Did you tell anyone?" Chloe asked breaking Max's train of thought.

"Wells but I didn't know it was you though." Max replied.

"The Principal? Are you still twelve? That drunk jackass only cares about cash for Blackwell Academy... Don't trust him." She warned Max before sighing. Max looks at her in worry.

"Like I said, I didn't know it was you. I only saw Venom and that's it. Not Chloe Price." She reiterated to her as Chloe gives a soft laugh.

"Thank God... I'll tell you more someday, and I seriously owe you, Max." Chloe thanked before squatting down to reach for something beneath. She opens a box containing William's camera and removes the cover right before rising and presenting it to her.

"I, er, know it was your birthday last month... This was my real father's camera... I want you to have it." She stated much to Max's shock that she's giving away something that was of value from William.

"That's so cool you remembered my birthday. But I can't take this." Max refused knowing that it means so much more from him to Chloe.

"Of course you can. My dad would be pissed if I never used it. And now I know it will be used awesomely." Chloe offered as Max takes the camera. She smiles remembering how William took a photo with her and Chloe in it. Chloe walks over to her carpet then removes it revealing a hidden floor that has edges thus giving it a square shape on the ground. She uses her symbiote to seep through it and remove the cover as Max awes at Chloe's power then looks what's underneath. It's a stash of unique items from various supervillains she's fought. They are sorted in a pile-like formation as if it was buried treasure consisting of some kind large hammer-like weapon, a red and yellow skateboard with hover thrusters on its sides complete with a some kind of laser gauntlet alongside a red helmet, giant broken handcuffs with a SHIELD logo on them, a green metallic feather-like object that looks like it belongs to a pair of wings and a glowing photo-negative sword. Max gasps at the sight of Chloe's little collection.

"Allow me to introduce you to my trophy room. And as an extra gift from me to you, I'd like you to have this. And I'll snag this picture as a symbol of our reunion. Cool?" She picks up the laser gauntlet that seems to resemble a bootleg Iron Man repulser blaster except on the wrist then tosses it at Max who checks it out in awe. With enough clarity, it became apparent that Chloe is indeed something she shouldn't fear at all and sees that her friend has indeed become the superhero of her childhood. Max smiles knowing that she isn't the only one with powers in the town.

"Yes, of course it's cool! Thank you... This camera is so sweet. Also the gadget too." Max replied flustering Chloe. The superhero forgot how cute Max was when she was a kid and the last time she was this close to someone without screwing it up but Max, Max is different, she feels no matter how much she screws up, Max will always be by her side. She's the last good thing in her life besides David and her mother. The symbiote feels the attachment which makes it begin to worry...yet she knows that there long adventure to save Arcadia Bay is coming to an end and wonders if she should move onto the next host or stay with Chloe.

"Just don't blow yourself up with it okay? And don't use it on the Vortex Club too despite the temptation to do so. Maybe Nathan Prescott will think twice about pulling a gun on you." Chloe commented on the device as Max looks at it to which she rolls down her sleeve in order to hide the weapon.

"I'm very tempted." Max sarcastically replied as Chloe chuckles and looks at her for a moment.

"Now that we got the mushy shit out of the way, I feel like stage diving! Let's thrash this place!" Chloe proposed and turns on her hi-fi radio nearby causing it to play music. She begins dancing as the music takes over the room. Her symbiote can tolerate the sound since it's not a high frequency based unlike the school bells in the bathroom and she does enjoy the it.

 **Piano Fire by Sparklehorse**

"You're crazy!" Max said while looking at Chloe dancing to the song. It reminds Chloe of simpler days when they were young and when she had her real father beside her. The song makes her forget that she's a superhero and just a normal girl in a normal town who has no care for the world. Chloe's moves are both aggressive and elegant as Max looks at her.

"This song fucking rules! Can't dance, hippie? Come on! Rawk out, girl! Yes! Break it down, Max!" Chloe suggested as Max joins the dancing. For that one moment, Max and Chloe went back in time before Chloe got the symbiote and before William died. A simpler time resonates through there heads as the two dance together as both of them wish that this moment will never end. Chloe's senses act up as she senses something below her room...it's David. Chloe quickly uses the symbiote to reach out to the cover that hides her trophies then places them on the opening right before using the carpet to hide it.

"Chloe? Chloe is that you?" David called. Chloe quickly uses her symbiote to reach out towards the hi-fi in haste as her arm morphs into a elongated black slime-like stream and shuts off the radio much to Max's confusion. The veteran quickly heads upstairs as Chloe steps in front of Max since David can get hostile to outsiders even though he's friendly when you get to know him. In fact, Chloe was the one who changed David to a degree. David enters her room in his typical civilian attire.

"Um...hi David." Chloe awkwardly greeted him causing him to tilt his head and scratching the back of her head.

"It's been a long time since I heard that ever since..." He pauses as he thinks of his words to Chloe remembering what she did to Rachel. Chloe did the right thing in David's eyes no doubt which made him proud and even prouder when she got her act together. Although he sees the after effects knowing that Rachel was a good girl who didn't had it coming. David composes himself and adjusts his voice.

"Like I said, I never heard that radio on since forever. What's the occasion-"His eyes lock into Max next. David remembers what Max did to him back at Blackwell as the brunette looks at him like deer in headlights. She holds her breath in a pathetic and vain attempt to make herself invisible to him but she knows it doesn't work. It was too late. Chloe looks at there body languages closely knowing they had some kind of encounter prior to this.

"Wait, I know you. You were intervening when I asking Kate Marsh questions!" David called Max out as his joyous demeanor is gone and now has shifted into hostile mode. The blue haired girl is confused and conflicted on what to do. Chloe gets in front of David defensively to protect Max.

"You were going up on her face like she did something so I had to intervene. Plus she's been through hell and back, I don't think she needs anymore torture than before." Max defended her actions. Kate Marsh doesn't need deserve anything bad.

"I don't know what the hell is going on but back off. Now." Chloe ordered viciously at David. It's been a long time she's gotten angry at David and that anger subsided when they got to know each other better. Although his actions still give him that step-douche title from her despite there relationship improving.

"Chloe, she's trouble and I don't want you get in trouble like last time. I know you're a sweet girl but Max here is already showing it like with Rachel. She's a loser and will drag you down!" David replied causing Chloe to turn to Max as he looks angrily at her. He's getting Rachel Amber flashbacks now remembering how Chloe was so close to her but Max doesn't look like that type to do such.

"I don't know nor I don't care what she'll drag me into. Just settle down or get out." Chloe spat back as David sighs in frustration right before heading towards the door before stopping at Max.

"I got my eye on you." David threatened Max causing Chloe to turn to her. It's been a long time since he got angry and the fact Max instigated something speaks volumes. Max could feel chills rippling down her spine to see Chloe stand up to her like that showing that she hasn't changed but improved upon her attitude. Chloe turns to Max in a mix of relief and some frustration.

"Chloe, I had to do the right thing. I'm sorry..." Max apologized before Chloe groans in frustration.

"Sometimes the right thing will lead to the wrong outcome." Chloe replied before going to the door.

"Look who's talking." The brunette sassed back at her.

"At least no one knows who I am while doing it. Color me out, let's head to the lighthouse." She responded as Max begins to doubt herself.

* * *

Lighthouse.

Chloe walks in the path of the lighthouse while having her arms crossed. She always loved the look of this place for having a view of the town, it reminds her of what to fight for and what she can do. Her plan once Frank gets arrested next is to sit on the bench there and watch as the sun sets on a grateful Arcadia Bay. But after what happened yesterday, she'll have to switch priorities since there's another criminal in Arcadia Bay and it's Nathan Prescott. She regrets her little act back when she was still at Blackwell and should've let Drew throw his stuff in the fountain. The blue haired girl walks to the bench and sits on it while waiting for Max to catch up.

 _ **I always love this view.** Me too, reminds me everyday why I'm stuck in this shit pit. **Feels like yesterday since we met.** That fateful day when my whole entire life changed alongside Rachel Amber's. **We should visit her sometime. Things chance throughout time you know.** And if she didn't change, then I'll just have to run away as always. **Conversation aside, Nathan is now a number one threat besides Frank. We're not out of the woods yet.** Agreed. should've saw him coming from a mile away. Perhaps it's his dad that needs a visit. _

"Sure you don't want to be alone?" Max's voice called causing Chloe to turn around as her conversation has been interrupted by her. She couldn't stay at Max though, she has better things to be worried about than Max and David having some kind of feud...although what happened back there just put Max on her list of people to watch out. Not that she doesn't trust her or anything, but she has a feeling it'll lead up to something.

"Nah, I could use the company. Especially when it's been a long time since we talked nor I had a proper talk with someone." Chloe replied causing a pang of sadness to surge through Max's head knowing Chloe has been alone for quite sometime. To her, being a superhero must be lonely unless you're Tony Stark or one of the Avengers. It must take a toll on her when she's fighting crime for five years.

"I guess being a superhero can be lonely." Max replied to her as Chloe gives a small chuckle. Her career has been an interesting ranging from fighting deviants with jet powered skateboard to fighting an alien turtle beast armed with an axe-hammer. It was a long road to get her here and it's almost the end, she could feel it. Nathan Prescott is just a liability to her.

"It can. But sometimes there's some company that help you out when the problem is related to yours. An example would be me teaming up with a certain gamma radiated scientist in fighting his ex-boyfriend who wrecked half of Harlem." Chloe said which gets Max's attention.

"Holy shit! You teamed up with Bruce Banner aka The Hulk and The Abomination? That's some skills." The brunette awed at her experience.

"Yep, he's pretty shy though but I can tell why. We're both monsters through and through but we know how to handle them. Then there was that last time I met that Asgardian drunk, I think her name was Scapper or something and she wanted me to help in finding some alien gladiator guy who ran away but I knew she was a piece of shit and I can tell he wasn't a bad guy so I back stabbed and we got into a fight. Long story short: She had enough of me and went off empty handed to her boss." Chloe responded remembering what she did and placed a bet she'll come back with a vengeance.

"Asgardian? Like Thor?" Max asked again. Chloe loves it when Max gets excited and she loves it even more when she brags although she knows she needs to keep a low down.

"Like Thor. She was a piece of shit though, said she would put her little taser thing on my neck to compensate for her loss until I ended up plugging a little bit of my black stuff inside her brain through her nose and I almost had her until she broke loose and ran off to her ship. No doubt she'll be coming back here for vengeance." Chloe said. Silence falls upon both of them as they look at Arcadia Bay for a moment as Chloe remembers what she did to protect the town that basically hates her.

"So what did you do with Nathan Prescott? Was he up to something?" The brunette asks ruining the moment for Chloe.

"I met him in some shithole bar that didn't card me. He was too rich for the place and too wasted. And he kept flashing bills..." Chloe explained.

"That's not so superhero-like." Max commented.

"Well I thought I'd had enough money to move out of Arcadia Bay and into New York city. Max, my time here on Arcadia Bay...it's coming to an end. Crime has gone down exponentially and once the last criminal is in jail, I have nothing to do. I'm in my twilight years of my career right now. Perhaps this could be a chance for Chloe Price to have a life or maybe join the Avengers..." Chloe replied conflicted if she should leave Arcadia just when she turned her life around.

"Anyway, back to what you said. We went to his room at Blackwell. We drank and I laughed at his rich kid bullshit. He was one step ahead and put something in my beer...which severed my tie with the symbiote inside me." She continued.

"God Chloe, I can't believe this... I mean, I do. Then what?" Max asked again.

"I passed out on the floor with Nathan running out of film. Looks like he loved to take photos of unconscious girls...luckily, the symbiote woke me up and I clawed his face in the process right before running off. We figured we would make him pay me to keep quiet. So we met in the bathroom." Chloe explained more to her story.

"And he brought the gun." The short girl predicted.

"That was Nathan's last mistake. I wanted to smash his face against the glass and ruin his mug." Chloe replied. For some reason, she's becoming a little violent since the number of criminals were becoming extinct. It's weird and she keeps forgetting to ask the symbiote why this keeps happening.

"Good thing you didn't. He's still dangerous, Chloe. Not just to you. " Max adds remembering what Chloe was supposed to do.

"Bitch, I can fucking flip a truck at his house if I wanted to but I choose not because I know I'm better than him. I'm doing something meaningful for once and what does Arcadia Bay repay me? Stupid ass media coverage of me being a monster while I work my ass to protect them." Chloe angrily replied.

"I won't always be there to save you..." She said.

"Max, I don't think I need saving. But what you did in the bathroom was good of you since I would've screwed up my career there. I'm still tripping on that... Seeing you after all these years feels like—"

"Destiny?" Max adds and smiles. Chloe gets up from the bench and looks over the town.

"If this is destiny then I hope when this is over, I'll just sit on this bench and watch a grateful Arcadia Bay as the sunsets once I bring down the last criminal here. Maybe pop a champagne or two. I just wish Rachel was here to celebrate with me...or anyone for that matter." Chloe sighed at the sight of Arcadia Bay. Max joins her as they look on...suddenly, she collapses on the ground much to Chloe's shock.

* * *

Five Years Prior...

Rachel and Chloe come to the water tower at the train tracks. She still can't read the girl at all, Rachel showed another side of herself yesterday that was far from the typical nice girl attitude. The fact she invited her here speaks volumes that Rachel isn't a puddle but an ocean that has secret treasure and dark things inside her. That kind of shadiness shows something is up with the blonde and Chloe doesn't know if she likes it or not. If Rachel really is doing shady stuff then this might be the first time she'll use her power on someone and she has no idea how to make her weird alien powers activate.

"You sure you don't want to just grab the bus, or..." Before Chloe can speak. She hears something coming and spots a train coming as Chloe realizes what they are doing right now. The symbiote mentions enhanced speed in the past causing her to think if she can outrun Rachel Amber since she's always has been the athletic type of girl. Rachel turns to Chloe and smiles.

"Well..." Rachel turns to the train and starts running towards it. Chloe sighs then starts running at an abnormal speed much to Rachel's shock due to the symbiote's ability to enhance speed with the punk girl leaping towards the storage side the train and landing gracefully before turning towards her then helps her up on the train with an awed Rachel leaning against the storage.

"Damn Chloe, do you take parkour lessons?" The blonde sarcastically asks her to which Chloe gives a soft laugh.

"Nah. I just walk a whole lot to get fit." Chloe replied. She looks around the place seeing the precious cargo that consists of mainly crates containing something inside them but what startles Chloe is one of them is shipped towards Wakanda for some reason on the description on the crate. She leans out as the train heads north then looks at Rachel again.

"Where does this thing go?" She asked.

"North? Maybe we'll end up in Seattle." Rachel sits on a conveniently placed crate on the ground. The word stings Chloe like a dagger to her heart remembering where Max went and wonders if she really forgot about her or not but for the past few months, it looks just like it. She wishes she can hop on the top of this train and visit Max there but she knows it'll be a long ride despite her powers.

"Pull up a chair, Price. The view's amazing." Chloe looks around the train and goes to the side to find anything she can sit on.

 _Rachel wants me to pull up a chair? Maybe one of these crates? **Maybe that's her phrase for crate.** I know genius. _

Chloe spots a crate on the side just laying then picks it up with ease which annoys the symbiote that she isn't being careful in hiding her powers which will garner some attention. She walks over to Rachel then places the makeshift seat on the ground beside her which shocks Rachel that Chloe has freakish strength. For the first time ever, Rachel is surprised.

"Woah...you lift or something or there's a soft pillow in that crate?" Rachel asks almost nervously causing Chloe to sweat nervously upon realizing what she has done. Chloe thinks of something to excuse her strength since Rachel will freak out about her secret so she gulps.

"I lift a lot. Need to keep up with my body, am I right?" Chloe asks feigning a casual tone to her voice. Rachel smirks at her as Chloe takes a seat.

 _ **Way to go.** Hey, at least I didn't tell anyone you're inside me._ _Alright, Chloe. You're on a freaking train with Rachel freaking Amber. Play it cool. Is this... nervousness? Is that what this feeling is? Wish Max were here, so I could ask. Should I make small talk? Is that what people do? **Maybe small talk? Who's Max? Also yes, this is nervousness.** You're not helping xenomorph._

"It's nice Rachel we're having." Chloe blurted out unexpectedly which gets the attention of Rachel causing her to laugh.

"What?" Rachel laughed at her.

"I mean weather! It's nice weather." Chloe corrected herself. She continues reading Rachel but there are still no results, it's as if Rachel was a book written in a different language and Chloe is reading it without knowing what it reads. Not even her powerful alien friend can do the same to her. She's the definition of enigma.

"It sure is." The Californian responded and continues to look at Chloe.

"So... it's kind of weird that we're hanging out." Rachel spoke to which Chloe agrees to her.

"You mean because I don't hang out with anyone and I don't have any friends?" Chloe replied cynically.

"You have friends."

 _ **If she's talking about that weirdo then say no. There's something wrong with him.**_

"Well I used to. Friend, singular. Her name is Max, but she left for greener, more northern pastures." The short haired girl added. Rachel feels pity that someone left Chloe for no reason...or was there? She didn't know Chloe much, only for a brief moment at the Firewalk concert but that was just a first impression she had and a demo with Chloe being the full product. Rachel is known to read people easily but Chloe is an enigma to her which surprises the Californian.

"That sucks." Rachel sighed in sadness. She could feel that this Max was very important to Chloe and the fact she left her damaged the poor girl into being like this. It reminds her of her friend back at California how she was abandoned like Chloe. Rachel wants to know more about the enigma known as Chloe Price more and comes up with an idea.

"Hey so... I want to say thanks." Chloe spoke breaking the silence between them resulting in Rachel to diverge her plan to know more of her. Rachel tilts her head in the process curious of what she said.

"For pulling you out of school?" She guessed.

"No, dummy. Thanks for last night." The punk girl thanked her as she remembers what happened in the night before.

"Ah..." Rachel remembered the incident. It was sort of vivid to her as she met Chloe, she didn't know it was her also yet had a strange feeling that she knew her right there and went into help. An added plus to her situation was that she overheard the guys talking about how some bitch spilled his beer on his shirt so she went in to find the said bitch and help her knowing Sheldon is a dangerous guy.

"If you hadn't have shown up..." Chloe said.

"Assholes abound in Arcadia Bay." The blonde replied.

"I owe you, that's for sure."

"Is that why you came along?" Rachel asked.

"Are you suggesting I should need a reason to ditch school?" She asked sarcastically as Rachel softly chuckles. Chloe barely knows anything about Rachel and her intentions, she's almost like a friend you'd want yet appears to have her own agendas. Something that the symbiote would look into also as there is something that Rachel is giving off and its neither good or bad vibes around her also. If she wants to be a superhero then a hero always looks into someone shady although it's next to near impossible that Rachel is some kind of supervillain that wants to take over the world, maybe she's a low level criminal. Rachel leans forward to Chloe.

 _ **You know anything about her?** Only that she's one of the most popular girl in Blackwell Academy, that's it. She's an enigma. **Nothing bad about her?** Well she hangs with the popular kids but she's on a whole new different level. **Sounds like traits of a sociopath, charismatic and gets along with everyone. Perhaps someone with an agenda.** Rachel does have that but I've never seen her tense or evil. She's almost like the sun. Bright and radiant yet has a shadow. **That sounds very poetic of you.** Hey, I learn stuff from English class. _

Chloe is starting to like the alien inside her despite the thing just getting inside her body. It's like having someone who can talk to you inside your head and agree with your thoughts and feelings. Although she knows she needs to keep balance with the thing and avoid becoming sick like last time which will be a problem. The sybmiote and her are different sides of a coin after all yet at the same time have there own disagreements. Rachel leans forward and snaps her finger at Chloe's face as she was spacing out right now.

"You okay? You looked a little stoned." Rachel asked her in worry as Chloe snaps out of it. She also noticed that her pupils dilated for some reason as well too which brings in more concern for the girl who looked very high right now. It was almost creepy also. Chloe looks at Rachel as her pupils turn normal again which means her conversations can cause some physical alterations.

"Sorry, I was thinking of the fact Tony Stark is visiting Blackwell." Chloe replied as Rachel laughs and smiles at her.

"Stark? I can't believe it as well too, the Prescott family should be looking up to him rather than trying to one up him. He's my hero." The blonde replied. Chloe remembers how Sean has a rivalry with Tony himself and made comments on him. She hopes Tony takes there place though cause a town owned by Stark basically means they'll be getting the cool things in it. Rachel leans forward to Chloe.

"I bet you're wondering what we're doing." She said as Chloe nods in agreement.

"The thought occurred when I was spacing out. I was making theories in my head." The punk sarcastically explained.

"Well... I wanted some company." Rachel explained as Chloe blinks her eyes in confusion right now. Company. Just that word is vague enough to belong in the ocean to her after she just made her ditch school. Unless Rachel is lonely to which Chloe thinks about remembering how she doesn't have anyone to be with and perhaps maybe she's the first person to see her true self aka the real Rachel Amber. Maybe even putting Chloe up for consideration as a true friend to her.

"That's it?" Chloe replied to her.

"That's it." She simply explained as the Oregonian squints in suspicion. Her powers just gave her super not trusting anyone and Rachel is that very definition right now with her mysterious attitude right there. But Chloe realizes that perhaps Rachel is just human, humans tend to have bad tendencies and good ones so maybe Rachel is a rebel at heart just like her and needs some time off from all of the crap from her life.

"Try again. I'm gonna need more to go on than that." The punk said as Rachel smirks.

"Joy rides with me aren't fun?" Rachel sarcastically asks.

"Unless you're wearing an Iron Man suit then yeah. Joy rides to where exactly?" Chloe replied.

"Life needs a little mystery, Chloe." She vaguely answered as the dark blonde raises an eyebrow at her. Rachel moves to sit on the floor of the train carriage as Chloe does the same thing to her. Silence falls for a brief second between them as Rachel turns to Chloe who was admiring the scenery. Despite hating the town, she always admired its natural beauty in all its glory. Reminds her of those romantic poems from English and how they focused on nature.

"Let's do something fun." Rachel suggested.

"V-Card's been punched, Rachel. I'm sorry." Chloe apologized and smiled as Rachel's eyes widen then pulls herself back at Chloe's statement in sudden shock. She scoffs at Rachel's reaction.

"Too far?" The punk girl asked her.

"Well..." Rachel briefly laughs and controls herself from her statement.

"I don't know..." She giggled as Chloe makes a side smile knowing she just made Rachel Amber the popular girl laugh. Chloe adds a romance point to herself seeing this as a bit of an achievement to her that she made her laugh.

"Okay, something fun. I'm all ears." Chloe concluded her joke so she wants to know what kind fun Rachel wants. Unless its sex then maybe she convince the symbiote to help her do the work, make it something straight out of those hentai's she watches online back then. But alas, the thing won't agree with that kind of act since she wants her to be a hero rather than some pervert. Plus she has no idea if the thing has some kind disease also.

"Two truths and a lie." Rachel explained the thing she wants to do.

"What?"

 _ **It's a game. A Ravager told me is that you have to say three things true and false.**_

"I think we should play two truths and a lie. It's a game where each person offers up three facts about themselves, two of which are the truth and one which is..." Before Rachel can speak, Chloe guesses her next word.

"A lie?"

"Right. And then the other person has to guess which is which." She concluded as Chloe braces herself for a strategy with the symbiote being sort of the angel on her shoulder. This could become a piece of cake for her since the little voice in her head can give her the right tips as Chloe grins in confidence at her new power knowing she can twist everything even her strength. Rachel Amber has no idea what's coming to her.

 _Ready to tell if she's saying the truth? **Indeed.**_

"I'll start. First, I'm ambidextrous." Rachel presents both of her hands. Chloe squints with her surroundings begin to darken and senses focus on Rachel herself due to the symbiotes ability to read body language which enhances her focus. She can see a stem that leads to the brain on the right with it having focus on the two hands showing that Rachel is indeed telling the truth.

"Second, I was born in New York, the land of fashion and Broadway, to which I will one day return when my heinous exile here in Arcadia Bay comes to an end." She presented the second one and with confidence in her voice. The girl continues to observe Rachel as the symbiote gives her an ability to hear her heart rate too which is beating sort of fast meaning it's a lie.

"New York, huh? I've never been." Chloe replied.

"Not a world traveler?" Rachel asks in a mix of curiosity and sarcasm.

"Not yet, at least." She remembers the promises her dad told her that one of these days, they would go out to Paris or maybe some other state in the country. Hence the reason for the swear jar and the other jar for Paris. Now these days, the jar is still half empty and just sits on the counter, a remnant of a life that was once was and the only reminder now that David is taking over her life.

"If you could travel anywhere, where would you go? Russia, Greece... Kathmandu?" The blonde asks her.

"Kathmandu?" Chloe answered her.

"One day, I'm going to climb Everest." Rachel picked her choice.

 ** _That statement reeks of overconfidence. Yet...I believe she can do it. That is...strange. You believe she can do it right?_** _She's Rachel Amber, at this point I think she has powers herself looking at what she's doing in school. Maybe super charisma. **Or reading mind.** I believe that too. With a billionaire flying in a mech suit and you inside me, I'll believe anything. _

"What's your third thing?" She asks her.

"My third thing?" Rachel asks as if she forgot the whole game.

"Two truths and a lie. You say three things-"

"Right! I'm a Leo. Meow." Rachel gestured in a sign of a cat. Her heart beat is rather calm meaning she is indeed telling the truth about her sign and the sense of sincerity in her voice. But she's Rachel Amber after all, the most mysterious person in Blackwell so there is more to her than meets the eye. Although Chloe's newfound power makes her sense things inside them and the surroundings. She thinks of a name for this ability, maybe symbiote vision or something catchy.

"Okay, so... ambidextrous, born in New York, and a Leo. Gotcha." Chloe overviews the confessions in them. Her senses begin to go for the New York one due to her appearance and rather carefree spirit which doesn't match the typical New Yorker in her eyes.

 _ **Hm...I'm going for New York. She doesn't fit the bill despite my limited knowledge of this place.** Totally on the New York part. She's too free spirited as well. _

Chloe snaps out of her trance and smirks realizing that Rachel could be from California. She smiles in confidence realizing the lie among the truth and it was obvious. Another layer of Rachel Amber that is peeled away as more is revealed about her and giving Chloe an edge at knowing who she truly is. Rachel tilts her head curiously at her as if she was caught off guard by Chloe's realization. The blonde has kept a facade to not let anyone see who she truly is but Chloe is different, it's like she can see through her.

"You seem more like a Cali girl to me." Chloe spoke as Rachel is pulled back in surprise at her realization that she found out quickly.

"Damn, Price, not bad! Long Beach, in fact. West coast is the best coast." Rachel complemented her and confirming that she is indeed from California. The cherry blonde smirks at her newfound ability to read her body language in the process. Just the thought of her power and how unlimited it is makes Chloe think of the shenanigans she can do yet is being nerfed by the voice in her head.

"I've only ever lived in Oregon, so nothing to compare it to, I guess." She replied.

"Then we'll have to change that one day, won't we?" Rachel responded.

"Okay, your turn, Price." The Californian signaled her as Chloe begins to think of what to say.

 _Wanna punk her and say I have superpowers? **Hm...perhaps. It's not like she'll ever find out, I don't think anyone in this town has the ability to know who we are.**_

"I have superpowers. It's super stamina hence why I could run towards the train fast." Chloe confessed knowing that it would be a lie to her. Rachel has a look of disbelief in her face but begins to think about it. When Tony Stark confessed that he was Iron Man and the Incredible Hulk just made his presence known in Harlem and the world in general through his acts, the world began to change and the possibilities became endless with the idea of the resurgence of superheroes ever since Captain America. But she knows she isn't a fool at all.

"So another joins the fray. What's gonna be your superhero name?" Rachel asks her enthusiastically.

"I'm thinking. Maybe Quicksilver or Surge cause of the surge of speed I have." She suggested to herself sarcastically.

"I think those are taken already by some lesser heroes." The blonde girl said.

"Lesser heroes? I thought the only heroes around the world are only Tony Stark and Jolly Green Giant?" Chloe asked. The fact there's lesser heroes out there just boggles her mind that they aren't seen that much around or maybe the media doesn't cover them since they could just be myths. Chloe thinks about if this is the path she wants to take right path to make herself look like a boogy man to the criminals.

"Ever heard of the Devil Of Hells Kitchen and The Ghost Rider?" Rachel replied to her to which Chloe shakes her head in confusion.

"Like I said, lesser heroes out there. Line indie bands sort of. I think you fit the bill and knowing you, you'd be a pretty badass hero." The blonde continued as Chloe blushes that Rachel called her badass. In fact, she can imagine her being like that as a superhero too. She shakes off that thought and goes for the next one and thinks. Maybe she wants to be a bit more complex in her answers since the superhero one is a lie.

"I used to love country music when I was a kid. Now it makes me want to throw up. Literally."

 ** _That's a sign of traumatic experience._** _Yeah, like I said, throw up._

"That's... weird." Rachel irked a little at her commented before Chloe goes to the next one which is another truth next. It's very embarrassing to say the least yet it's the only truth she left in her pocket.

"I used to want to be a pirate when I grew up. I kind of still do." Chloe confessed making herself cringe at the thought.

"Arrrr..." Rachel teased her and smiled. All truths have been gathered with one being assumed to be a lie as Chloe praises herself in her head due to her genius. The Californian makes her decision on Chloe and assumptions on her.

"Of course you wanted to be a pirate. Sail the open sea." She said.

"Buckle swash..." The punk girl confirmed her truth and smiles. Chloe remembers that wish when Max was around as they gave each other names like Captain Chloe or Long Max Silver alongside there first mate Bongo. But that was then and this is now, a world where the only pirates are only in Somalia and will kill you in seconds. The next truth is country music.

"I'm not sure why country music makes you throw up..." Rachel confusingly said wondering why would someone throw up when country music plays around.

"I'm a complex girl, Rachel." Chloe smirked.

"But I think it's probably true. Also, I kind of like the Dixie Chicks." The blonde added and made an exception to herself. Country music just brings back bad memories which was the last thing she thing her father was hearing before he died. All truths have been gathered alongside the lie to which Rachel begins to think about when in reality, Chloe has been telling all truths with one assumed to be a lie causing her to smirk about her superpowers. Rachel pauses to think about what to say and conclude.

"You and David, both. No accounting for taste." Chloe agreed.

"Who's David?" Rachel asked.

"He's, ah... the guy my Mom's seeing, I guess." She responded and explained. Describing David is like describing pineapple on pizza for Chloe which is disgusting so its best not to talk about him that much or describe him. The symbiote senses distress in Chloe causing her to become concerned about the girl's well being alongside Rachel and wants to ask more but she doesn't know if she continue. But Rachel knows how to solve problems or at least, get to them in order to find out the issues within Chloe.

"Oh...And you don't like him?" Rachel replied to her.

"It's still... so weird that she's dating someone. My Dad and my Mom... they were totally in love. You can tell how fucked up she is now, just by how she's settling for David. He's this total hardass ex-military jag-off type. Like, the opposite of my Dad." The Californian cringes in pain knowing what kind of person Chloe's mom is right now and it makes her sort of detest the older Price yet knows that loss is hard and it'll take time. But what Chloe's mother is doing is the equivalent to putting a band aid on a gunshot wound. T

"Oh, that sucks..." She agreed with the Arcadian seeing that this David isn't very effective and whatever he's trying is not working at all thus making Chloe more miserable than before. It's almost sickening as Rachel can tell that Chloe has problems and he's not helping at all. Chloe wishes she can use the symbiote to beat David or scare him off but she knows she won't feel better than before.

"Yeah. David has no respect. He acts like I'm some kind of problem to solve. Sometimes I am a problem, though." Chloe continued although agrees where there were moments where she realized that she was the jerk in some situations she was in with David and Joyce but her knee jerk reactions always kick in. But mostly it was David's fault and her mom's attempts to forget about William, her true father.

"That's a load of bullshit." Rachel responded.

"What do you mean?" Chloe asked.

"You're not a problem, Chloe. You're a person." For the first time in her life, Chloe was being supported by someone she barely knows about and it felt nice. She always felt alone and cold in the world but Rachel shows that warmth inside her. It was strange, really, really strange. The symbiote is digging into Rachel even more yet she still can't get anything off her intentions. Perhaps she really is that sweet girl.

"It sounds like the only problem is David. You need to hit him where it hurts." She suggested to which Chloe has an idea.

"The only thing that David loves has four wheels and a four barrel carburetor." Chloe explained as Rachel cringes at right now.

"Oh god, a muscle car?" Rachel giggled.

"Maybe my superpowers can help me run it to the water." The girl smirked.

 _ **Just this once, maybe we should.** Speaking my language. **I am speaking your language.** Figure of speech._

"Oh I'd see you try. Your new superhero name would be: Car Tosser. You sneak in night and toss douchebag's cars." The two begin to laugh at Chloe's supposed new superhero name. Even her symbiote agrees that it's humorous. This reminds Chloe of another time...with Max. But she ignores that memory since she needs to focus on the present right now. Although she reminds her of Rachel in someway with that funny attitude. All truths have been gathered with one assumed being a lie with Chloe smirking to herself. Rachel pauses for a moment to think...

"So, if my math is correct, you told me two truths, and one lie." Rachel concluded. Chloe smiles holding her laughter right now since she doesn't believe that she's now a superhero. A cocky grin curves on her face as if she was agreeing with her.

"What? You expect me to cheat?" Chloe replied.

"Winners make their own rules, Chloe." Rachel said.

"You are crazy good at this game." The young Price complemented.

"A lifetime of studying the human condition." She explained her deduction. Chloe knows that Rachel is wrong but she lets her bask in the sunlight since she'll probably freak out or have a heart attack on her.

"Well, I'm impressed." Chloe praised.

"When your Dad is the District Attorney, I guess lying is... something you're used to." Rachel continued.

"Seriously?"

"Seriously."

"I know who to call if I need to get out of a ticket, then. Not that I have a ride of my own. Car first, embarrassing number of moving violations second." Chloe smiled seeing that now has ties with someone of power although she imagines her dad freaking out on her right now because of her attitude. The world around Chloe feels less hostile now when she's with her as Chloe feels a little strange around Rachel. Maybe for the first time...someone reached out to her naturally and not by force like with David or her mother.

"Hey, thanks for trusting me." Rachel thanked her.

"Trusting you?" Chloe questioned.

"You played the game...Also, you told me about that dickwad David. Now he's on my shitlist too." The blonde explained as Chloe smirks.

"Correction: He's on Car Tosser and Car Thief's shit list." Chloe grinned as Rachel bursts in laughter.

"I guess I'm your sidekick now." Rachel replied sarcastically.

"Better get a cape and tights for that. Also I'm just not really into touchy-feely shit. But I feel like I can trust you. " The punk girl replied. Rachel tilts her head in curiosity.

"Yeah?"

"I got on this train with you, didn't I?" Chloe responded to which Rachel agrees.

"Fair point." Rachel nodded in approval. The punk girl pulls out her earbuds.

 _Wouldn't mind listening to some music. I get the feeling this will be a long ride. **Indeed. Perhaps some entertainment is needed along the way.**_

"Hey, want to listen?" Chloe offered before Rachel smiles and takes an earbud from Chloe then puts it on. The song begins to play as she watches the scenery of Arcadia Bay which is the only thing she likes in the area. She's lost in her thoughts as all of this reminds her of Max for some reason...for the first time, she sees a real person unlike Eliot who has agenda, someone she can trust. A serene sense of trust washes over Chloe as she was awakened from a bad dream...a reality of some sort. The symbiote can feel it too and if she had a face then she would be smiling as the two somehow learned to coexist.

* * *

Arcadia Bay, Present.

Max Caulfield wakes up on the ground much to her surprise again that she is still in the same lighthouse from before. Her eyes widen at the sight of the place as if she's been living the same day as before. The brunette gets up while shivering from the cold rain splashing against her sweater causing her to rub her arms for warmth. Thunder and lightning crackle which gives her goosebumps in the process as Max composes herself and looks around in shock and terror.

 _Oh no!...Why is this happening to me? Why am I here again?_

She continues walking in the rain as she hears the cackle of gunfire from before then the dead officer on the ground which still shocks her to no end. Max trudges through the ground while checking her surroundings for whatever is out there. The girl wonders if Chloe is around, especially with her superpowers. She can imagine Chloe saving people back at the town but imaginations aren't a priority right now. Max reaches the lighthouse as always like before and overlooks the town then picks up a pamphlet reading the date to be October eleventh, twenty thirteen.

 _ **Obstacles By Syd Matters.**_

"October eleventh? Is this Friday! That's only four days away!" Max panicked upon seeing the piece of paper. She sees the tornado coming straight towards the town but sees something else among them. Running around are people covered in the same black goo as Chloe attacking police officers much to her shock and gasps at the sight. Max then sees something shiny and red flying in the storm but ignores it...she feels a palm on her shoulder.

* * *

She wakes up again in fear once more seeing Chloe in her typical jacket and jeans in relief but in quick panic. Chloe checked her vital signs and even tried CPR on her but she wouldn't wake up at all. Max couldn't hold it anymore, Chloe needs to learn the truth right now to save more people's lives seeing that they are in danger. The student almost collapses on the ground but Chloe catches her in the process.

"Chloe...you're here. I'm back. Oh my Lord. This is real...it's real. Oh man, this sucks..." Max breathed trying to catch her breath right now. Chloe could tell she can tell something was wrong with her right now and she could feel it as well with her Venom vision showing that her heart rate is going up and increasing hinting fear right now.

"Max, what's going on? You totally blacked out..." Chloe asks her in fear.

"I didn't black out...I had another vision...the town is going to get wiped out or get taken over by venom looking creatures." She explained which pulls Chloe back a little. The symbiote always said that there is more of her out there but the fact she got visions of her race taking over the town just sends chills down her spine. She would say that this isn't an anime but Chloe has encountered people with above average powers before, perhaps Max is one of those people.

Oregon gets five tornadoes every twenty years. You just zoned...unless you have powers like me." Chloe replied upon realization.

"I do! But not like...yours...I could feel the electricity in the air..." Max fearfully answered thus confirming Chloe's statement as the brunette places her hand on Chloe's wrist. Chloe's eyes widen wondering how did this happen. Perhaps Max was a metahuman all along meaning that Chloe is not the only one in Arcadia Bay.

"Come on. Just breath, okay?"

"Chloe, I'm not crazy. My powers...this might sound crazy but my powers can rewind time. But before I had them, I had the same vision in class but there was one of them that looked like you in fact. Please, you have to believe me!" Max pleaded to her.

"Max, I fought supervillains before..." Before Chloe can speak-something drops on her face revealing it to be snow. Her eyes widen as more falls from the sky while she looks up alongside Max. Her jaws drop with the snowflakes landing into her lungs and tongue along the way seeing the sight of the snowfall in front of her knowing what's going on. The fact she had visions of the town being destroyed before all of this means that there is no coincidence and Max showed great fear even honesty as well.

"Max...start from the beginning."

* * *

A black haired woman in a black leather jacket and jeans walks out of Two-Whales diner mildly annoyed but a flake drops on her shoulder causing her to look up into the sky as he eyes widen.

* * *

"Yeah, I talked to her. No sign of Chloe...what the hell? Is that...?" Skye Bennett stops talking on her phone seeing the snow falling outside of the window of the school. On the phone is the person's name she was calling: Coulson.

* * *

David Madsen installs a security camera on the house while being supported by a latter but feels a drop on his shoulder causing him to notice the spectacle above him.

* * *

Joyce Price finishes finishes cleaning the counter but notices the window and raises an eyebrow at the sight.

* * *

Kate Marsh silently cries as the snow falls outside of her dorm room.

* * *

Rachel Amber sits on a park bench in front of the tree that has regrown its leafs and smokes a cigarette. She looks at her right hand seeing that it's now photo negative as if it's a normal occurrence before noticing the snow.


	5. Shipment Manifesto

**Shipment ID: 91014**

 **Origin: Oscorp Labs**

 **Content: Genetically enhanced spiders.**

 **Status: Cargo has been secured but one spider has escaped. Possibly dead.**

* * *

Max Caulfield waves her hand goodbye to Chloe who drives off...what she doesn't know is that a spider has crawled up the sleeve of her pants.


End file.
